Common use of Transfers to Competitors Clause in Contracts

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.

Appears in 1 contract

Samples: Stockholders' Agreement (Maxxim Medical Inc/Tx)

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Transfers to Competitors. Notwithstanding anything to the contrary in this Agreement, without the consent of the Board of Directors of the CompanyNewCo, no Stockholder Shareholder (other than FPC) shall, at any time, directly or indirectly, Transfer any shares of Common Stock NewCo Shares to any Person who is a Competitor of the Company NewCo or any of its subsidiaries and, in addition, Circon Holdings Corporation, a Delaware corporation, and its subsidiaries Subsidiaries ("Circon") ("Competitor" being defined herein as a Person that competes in a significant way with a substantial business of the Company NewCo or any such subsidiarySubsidiary, 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 NewCo 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 2.4 or in connection with the exercise of a Drag-Along Right pursuant to Section 2.62.5, in which event such sale may be effected only in accordance with Section 2.5 2.4 or Section 2.62.5, 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 Shareholders’ piggyback registration rights pursuant to Section 3.1.1) or pursuant to a sale effected through an open market, nondirected broker's ’s transaction pursuant to Rule 144 in which the seller does not know that the buyer is a Competitoridentity of the buyer. For purposes of this provision, the good faith determination of a majority of the entire Board of Directors of the Company NewCo that a proposed Transferee is a Competitor, made within 30 days of written notice to the Board of Directors of the Company NewCo of the proposed Transfer, shall in all respects be conclusive.

Appears in 1 contract

Samples: Shareholders Agreement (1295728 Alberta ULC)

Transfers to Competitors. Notwithstanding anything to the contrary in this Agreement, without the consent of the Board of Directors of the CompanyHoldings, no Stockholder (other than FPC) shall, at any time, directly or indirectly, Transfer any shares of Holdings Common Stock or Parent Common Stock to any Person who is a Competitor of the Company Holdings or any of its subsidiaries and, in addition, Circon Holdings Corporation, a Delaware corporation, and its subsidiaries its. Subsidiaries ("Circon") ("Competitor" being defined herein as a Person that competes in a significant way with a substantial business of the Company Holdings or any such subsidiarySubsidiary, 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 Holdings 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 2.4 or in connection with the exercise of a Drag-Along Right pursuant to Section 2.62.5, in which event such sale may be effected only in accordance with Section 2.5 2.4 or Section 2.62.5, 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 Stockholders’ piggyback registration rights pursuant to Section 3.1.1) or pursuant to a sale effected through an open market, nondirected broker's ’s transaction pursuant to Rule 144 in which the seller does not know that the buyer is a Competitoridentity of the buyer. For purposes of this provision, the good faith determination of a majority of the entire Board of Directors of the Company Holdings that a proposed Transferee is a Competitor, made within 30 days of written notice to the Board of Directors of the Company Holdings of the proposed Transfer, shall in all respects be conclusive.

Appears in 1 contract

Samples: Stockholders' Agreement (1295728 Alberta ULC)

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Transfers to Competitors. Notwithstanding anything to the contrary in this Agreement, without the consent of the Board of Directors of the CompanyWireCo, no Stockholder (other than NewCo) shall, at any time, directly or indirectly, Transfer any shares of WireCo Common Stock to any Person who is a Competitor of the Company WireCo or any of its subsidiaries and, in addition, Circon Holdings Corporation, a Delaware corporation, and its subsidiaries Subsidiaries ("Circon") ("Competitor" being defined herein as a Person that competes in a significant way with a substantial business of the Company WireCo or any such subsidiarySubsidiary, 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 WireCo 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 2.4 or in connection with the exercise of a Drag-Along Right pursuant to Section 2.62.5, in which event such sale may be effected only in accordance with Section 2.5 2.4 or Section 2.62.5, 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 Stockholders’ piggyback registration rights pursuant to Section 3.1.1) or pursuant to a sale effected through an open market, nondirected broker's ’s transaction pursuant to Rule 144 in which the seller does not know that the buyer is a Competitoridentity of the buyer. For purposes of this provision, the good faith determination of a majority of the entire Board of Directors of the Company WireCo that a proposed Transferee is a Competitor, made within 30 days of written notice to the Board of Directors of the Company WireCo of the proposed Transfer, shall in all respects be conclusive.

Appears in 1 contract

Samples: Stockholders’ Agreement (1295728 Alberta ULC)

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