Transfers to Competitors. Any other provision of this Agreement to the contrary notwithstanding, other than in connection with a Sale of the Company, prior to a Qualified Public Offering, no Transfer of Option Shares may be made by the Participant to a competitor of the Company or any person or entity that invests in any such competitor, as determined in good faith by the Board.
Transfers to Competitors. Notwithstanding anything contained herein to the contrary, no Shares issued under this Plan may be sold or otherwise transferred to a party that is a competitor of the Company without the prior written approval of the Board. Any sale or other purported sale of Shares in violation of this 9.6 shall be null and void.
Transfers to Competitors. No Stockholder shall Transfer any Shares pursuant to Sections 3.1.1, 3.1.4 or 3.1.5 to a Competitor (for the avoidance of doubt, which term shall not include Televisa) without the prior written approval of the Board as set forth below. If any Prospective Selling Stockholder proposes to Transfer any Shares pursuant to Sections 3.1.1, 3.1.4 or 3.1.5 to any Prospective Buyer, the Prospective Selling Stockholder shall furnish a written notice (which notice may be the same notice as (i) the Tag Along Notice, if any, delivered pursuant to Section 4.1, (ii) the Sale Notice, if any, delivered pursuant to Section 4.6, (iii) the Sponsor Sale Notice, if any, delivered pursuant to Section 4.7 or (iv) the Merger Exit Notice, if any, delivered pursuant to Section 4.8; provided, that in the case of clauses (i)-(iv) such notice includes all of the information required by the next sentence) to the Company and each PITV Investor Group at least ten (10) Business Days prior to such proposed Transfer. Such notice shall set forth the material terms of the proposed Transfer, including (a) the number and class of the Shares to be Transferred, (b) the per share purchase price or the formula by which such price is to be determined and (c) the name and address of the Prospective Buyer (if known). If the Prospective Buyer (or an Affiliate thereof) has previously been determined by the Board to be a Competitor and such determination has not been reversed by written notice to all Stockholders, the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the written approval of the Board; provided that any consideration of such Transfer by the Board shall exclude any designees of the Prospective Selling Stockholders or their Affiliates. If the Prospective Buyer (or an Affiliate thereof) has not previously been determined by the Board to be a Competitor, the Prospective Selling Stockholder may Transfer Shares to such Prospective Buyer unless, within seven (7) Business Days after the date of delivery of the notice required by the second sentence of this Section 3.3.1, the Board delivers written notice to the Prospective Selling Stockholder that such Prospective Buyer has been designated a Competitor. If, within such time period, a notice designating such Prospective Buyer a Competitor is delivered, then the Prospective Selling Stockholder shall not Transfer any Shares to such Prospective Buyer without the approval of the Board; provided that any cons...
Transfers to Competitors. A Holder may not Transfer any portion of the Preferred Stock to any Competitor.
Transfers to Competitors. Notwithstanding anything to the contrary in this Agreement, without the consent of the Board of Directors of the Company, no Stockholder shall, at any time, directly or indirectly, Transfer any shares of Common Stock to any Person who is a Competitor of the Company or any of its subsidiaries and, in addition, Circon Holdings Corporation, a Delaware corporation, and its subsidiaries ("Circon") ("Competitor" being defined herein as a Person that competes in a significant way with a substantial business of the Company or any such subsidiary, and, in addition, Circon or a Person that has a substantial investment in any such competing entity; provided that an institutional investor or its Affiliates that hold nonvoting debt or less than 5% of the publicly traded equity securities of any such Competitor as a passive portfolio investment shall not be a Competitor) or to any Affiliate of such a Competitor (other than Transfers to the Company and its Affiliates) unless such Transfer (a) is made in connection with the exercise of a Tag-Along Right (but not by the Initiator) pursuant to Section 2.5 or in connection with the exercise of a Drag-Along Right pursuant to Section 2.6, in which event such sale may be effected only in accordance with Section 2.5 or Section 2.6, as applicable, or (b) is made in accordance with the terms of this Agreement and is made pursuant to a widely distributed, underwritten public offering registered under the Securities Act (or an underwritten offering pursuant to the exercise of such other Stockholders piggyback registration rights pursuant to Section 3.1.1) or pursuant to a sale effected through an open market, nondirected broker's transaction pursuant to Rule 144 in which the seller does not know that the buyer is a Competitor. For purposes of this provision, the good faith determination of a majority of the entire Board of Directors of the Company that a proposed Transferee is a Competitor, made within 30 days of written notice to the Board of Directors of the Company of the proposed Transfer, shall in all respects be conclusive.
Transfers to Competitors. No Purchaser shall, without the prior written consent of the Company, Transfer in a private transaction, any Purchased Notes or Additional Notes or Preferred Shares, if any, or any interest therein, to any Competitor. A Purchaser may rely on a representation from a potential Transferee (such representation to be made for the benefit of such Purchaser and the Company) that such Transferee is not a Competitor, and unless such Purchaser has actual knowledge that such representation was untrue, such Transfer shall be valid. As used herein, the term "
Transfers to Competitors. No holder of Stockholder Shares (other than MDCP and its Permitted Transferees, subject to paragraph 3(d)) shall Transfer any Stockholder Shares to any Competitor, except pursuant to paragraph 3(e) or paragraph 4 hereof.
Transfers to Competitors. Notwithstanding anything to the contrary in this Agreement, no Other Investor shall, at any time, directly or indirectly, Transfer any shares of Common Stock to any Person who is a competitor of the Company or any of its Affiliates or to any Affiliate of such a competitor (other than Transfers to the Company and its Affiliates), unless such Transfer (i) is made in connection with the exercise of a Tag-Along Right pursuant to Section 2.4 or in connection with the exercise of a Drag-Along Right pursuant to Section 2.5, in which event such sale may be effected only in accordance with such Section 2.4 or Section 2.5, as applicable, or (ii) is made in accordance with the terms of this Agreement and is made pursuant to a widely distributed, underwritten public offering registered under the Securities Act (or an underwritten offering pursuant to the exercise of such Other Investor's piggyback registration rights pursuant to Section 3.1(a) hereof) or pursuant to a sale effected through an open market, nondirected broker's transaction pursuant to Rule 144 in which the seller does not know that the buyer is a competitor. For purposes of this provision, the good faith determination of a majority of the entire Board that a proposed Transferee is a "competitor," made within thirty (30) days of written notice to the Board of the proposed Transfer, shall in all respects be conclusive.
Transfers to Competitors. None of the holders of any Equity Securities of the Company shall transfer or dispose of any Equity Securities or the interests in any Equity Securities, to any Person who is a Competitor or an Affiliate of such Competitor, unless approved in writing by the holders of at least 67% of the voting power of all outstanding Shares of the Company (voting together as a single class and calculated on an as-converted basis), which majority must include the written consent of holders of a majority of outstanding Preferred Shares (voting together as one class and on an as-converted basis) including holders of a majority of Series C Preferred Shares and the written consent of holders of a majority of outstanding Ordinary Shares (voting
Transfers to Competitors. (a) Notwithstanding anything in this Agreement to the contrary, from the Closing until the date that is the 18 month anniversary of the Closing (the “Restricted Term”), TSG Investor hereby covenants and agrees with the Company that TSG Investor shall not, directly or indirectly, Transfer, or agree to Transfer, any Company Securities to any Competitor; provided, that this Section 2.4 shall in no event prevent TSG Investor from participating in, and Transferring any Company Securities at the closing of, any transaction that would constitute a Change of Control (as defined in the Merger Agreement) of the Company.
(b) The Company hereby covenants and agrees to Xxxxx-Xxxxxx that it shall take such actions as are necessary to enforce the Company’s rights under Section 2.4(a).
