Alibaba Competitor definition
Examples of Alibaba Competitor in a sentence
Subject to the provisions of the Companies Act and other applicable Laws and Section 6.1.2 and Section 6.1.3, each holder of Preferred Shares (excluding Alibaba) hereby unconditionally and irrevocably grants Alibaba a right of first refusal to purchase all but no less than all the Shares intended to be transferred by such holder of Preferred Shares to any Alibaba Competitor, at the same price and on the same terms and conditions as those offered to such Alibaba Competitor.
To exercise its right of first refusal under this Section 6.2.3, Alibaba must deliver a written notice to the holder of Preferred Shares who intends to transfer any Shares to an Alibaba Competitor and the Company within thirty (30) days after receipt of the notice from such holder of Preferred Shares.
Neither the Purchaser nor any Person Controls the Purchaser is a Tencent Competitor or an Alibaba Competitor, in each case as defined in the Didi ROFR Agreement, or a Person whose principal business is in direct competition with the business of the Didi.
For avoidance of doubt, if Alibaba updates the list of Alibaba Competitors, and prior to such update a holder of Preferred Shares has delivered to Alibaba a written notice pursuant to this Section 6.2.3 with respect to a proposed transfer to an investor which is newly included in the list of Alibaba Competitors due to the such update, such investor shall not be regarded as an Alibaba Competitor for the purpose of the proposed transfer in above notice.
Notwithstanding anything contained herein or elsewhere to the contrary, without the prior written consent of Alibaba, the Company shall not, and the Company shall procure each other Group Company not to, issue any Equity Securities of any Group Company to any Alibaba Competitor.
The Parties acknowledge and agree that Alibaba shall have the right to update the list of Alibaba Competitors once every twelve (12) months, upon prior written notice to the Company at least thirty (30) days before the effective date of such update; provided that the total number of the Alibaba Competitors shall not exceed eight (8) (for the avoidance of doubt, for the purposes of calculating the number of Alibaba Competitors, each Alibaba Competitor and its Affiliates shall be deemed one competitor only).
For purposes of this Agreement, “Qualified Issuance” means any issuance of Equity Securities of the Company where (x) the per Share issue price is not less than 120% of the per Share issue price of the most recently issued Preferred Shares of the Company as of such time, and (y) such Equity Securities are not issued to any Alibaba Competitor.
For the avoidance of doubt, and notwithstanding anything contained herein or elsewhere to the contrary, if any Alibaba Competitor Fall Away Condition is satisfied, the restrictions on transfers to Alibaba Competitors contemplated pursuant to this Section 3.3 shall no longer apply under any event.