Transfer to Competitors Sample Clauses
The 'Transfer to Competitors' clause restricts or regulates the ability of one party to transfer its rights or obligations under the agreement to a competitor of the other party. Typically, this clause will either prohibit such transfers outright or require prior written consent before any assignment or delegation to a competitor can occur. For example, if a company wishes to sell its contractual rights to another business, it must ensure that the recipient is not a direct competitor of the other contracting party. This clause serves to protect sensitive business interests and confidential information by preventing competitors from gaining access to proprietary arrangements or strategic advantages through contract transfers.
Transfer to Competitors. Notwithstanding anything to the contrary contained herein, during the twenty-four (24) months period commencing on the date of issuance of the Equity Securities of the Company to each Investor and prior to the initial public offering of the Company, each Investor shall not sell, transfer or dispose of such Equity Securities to any Company Competitor without the prior consent of the Board of Directors at a duly convened board meeting or via a unanimous written consent. In case a dispute arises as to whether a Person falls under the scope of Company Competitors, the Company and such Investor shall discuss in good faith on this, and the final decision shall be supported by written evidence thereof. For the avoidance of doubt, nothing in this Section 7.1(6) shall restrict each Investor from selling, transferring or disposing of any Equity Securities of the Company to any of its Affiliates.
Transfer to Competitors. No Shareholder shall, directly or indirectly, Transfer in any transaction or series of transactions (related or not) any Shares or Voting Trust Certificates to any Competitor other than pursuant to a Sale of the Company or a Public Offering.
Transfer to Competitors. Notwithstanding anything to the contrary contained herein, during the twenty-four (24) months period commencing on the date of issuance of the Equity Securities of the Company to any Investor, such Investor shall not sell, transfer or dispose of such Equity Securities to any Company Competitor without the prior consent of the Board of Directors at a duly convened board meeting or via unanimous written consent. For the avoidance of doubt, nothing in this Section 7.1(18) shall restrict GS from selling, transferring or disposing of any Equity Securities of the Company to any GPOP II Family SPV.
Transfer to Competitors. None of the Offerees or any Investor will, without the prior written consent of the Board of Directors of the Company, knowingly transfer, in a single transaction or a series of related transactions, shares of Capital Stock representing more than 5% of the total issued and outstanding share capital of the Company (on a fully diluted basis) to any of the Competitors (a) in a private placement or (b) in a public offering if such Investor has actual knowledge that the purchaser is a Competitor. Notwithstanding the foregoing, nothing in this Section 2.2 shall in any way restrict such Investor’s ability to Dispose of any of its shares of Capital Stock (i) under Rule 144 under the Securities Act (or any similar provisions then in force) (“Rule 144”), (ii) through a broker, dealer or other market maker making a market in shares of Capital Stock, (iii) through the facilities of the New York Stock Exchange or any other securities exchange or quotation system on which shares of Capital Stock are quoted, listed or traded, (iv) to an Affiliate of such Investor or in a distribution to such Investor’s ultimate investors or (v) in a sale of the Company.
Transfer to Competitors. Notwithstanding any provision of this Agreement, no Holder may at any time Transfer all or any part of its interest in any Equity Securities now or hereafter owned or held by it to any Person in respect of whom the Board of Directors has provided a written notice, at least seven (7) days prior to the consummation of such Transfer, to the relevant Holder setting forth reasonable grounds for concluding that such Person is (i) a Person whose core or principal business (or whose Affiliate’s core or principal business) is advertising that is conducted in direct competition with any of the Group Companies, or (ii) a Person who has (or whose Affiliate has) any arrangement, understanding or agreement with any other Person referenced in (i) above for the purposes of acquiring an interest in any of the Group Companies, the consequence of which would, in the reasonable opinion of the Board of Directors, be detrimental to the Group Companies as a whole, in each case, except pursuant to an effective Registration Statement or an exercise of its rights under Section 8.5.
Transfer to Competitors. 9.4.1 Notwithstanding the transfer rights set forth in this Article IX, neither this Agreement nor any part of the Convertible Debenture may be transferred to any Competitor of the Company or any Person who holds more than 10% of the fully diluted equity of a Competitor without the prior written consent of the Company.
Transfer to Competitors. Notwithstanding anything to the contrary contained herein, (i) during the twenty-four (24) months period commencing on the date of the respective issuance of its Series C Preferred Shares, Series D1 Preferred Shares, Series E Preferred Shares, (ii) with respect to the Series E1 Preferred Shares, during the twenty-four (24) months period commencing on August 29, 2018, and (iii) with respect to the Series F Preferred Shares, during the twenty-four (24) months period commencing on the respective issuance date of such Series F Preferred Shares and prior to the initial public offering of the Company, none of the holders of such Preferred Shares shall sell, transfer or dispose of its respective Series C Preferred Shares, Series D1 Preferred Shares, Series E Preferred Shares, Series E1 Preferred Shares, and/or Series F Preferred Shares, to any Company Competitor without the prior consent of the Board of Directors. For the avoidance of doubt, nothing in this Section 2.1(viii) shall restrict (i) GS from selling, transferring or disposing of any Equity Securities of the Company to any GPOP II Family SPV, or (ii) CICC from selling, transferring or disposing of any Equity Securities of the Company to any of its Affiliates or (iii) Xiamen Investor from selling, transferring or disposing of any Equity Securities of the Company to any of its Affiliates.
Transfer to Competitors. Notwithstanding anything to the contrary contained herein, during the twenty-four (24) months period commencing on the date of issuance of the Equity Securities of the Company to any Investor and/or its Affiliates, such Investor and/or its Affiliates shall not sell, transfer or dispose of such Equity Securities to any Company Competitor without the prior consent of the Board of Directors at a duly convened board meeting or via unanimous written consent.
Transfer to Competitors. Notwithstanding anything to the contrary contained herein, during the twenty-four (24) months period commencing on August 29, 2018, each Exchange Mrfresh Shareholder shall not sell, transfer or dispose of any Equity Securities of the Company held by such Exchange Mrfresh Shareholder to any Company Competitor without the prior consent of the Board of Directors at a duly convened board meeting or via unanimous written consent of the Board of Directors.
Transfer to Competitors. Notwithstanding other rules of this Agreement regarding the Transfer of Shares, the São Paulo State is prohibited from carrying out any Transfer of its Shares to any Party acting in its same line of Business (“Competitor”). In the event of a Transfer of Shares by the São Paulo State, the Third Party acquiring said Shares must provide a declaration that it is not a Controlled, a Controlling or under common Control of a Competitor, under penalty of compensating the other Reference Investor and having the Transfer considered ineffective for all purposes.