Transfer to a Competitor Sample Clauses

The "Transfer to a Competitor" clause restricts or regulates the ability of one party to transfer its rights or obligations under the agreement to a business competitor of the other party. Typically, this clause requires prior written consent before any assignment or transfer to a competitor can occur, or it may outright prohibit such transfers. For example, if a company wishes to sell its contract rights to another firm that directly competes with the original contracting party, this clause would prevent or control that action. Its core function is to protect sensitive business interests and confidential information by preventing competitors from gaining access to contractual rights or obligations that could be strategically advantageous.
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Transfer to a Competitor. Notwithstanding anything provided under this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ of the Ordinary Shares and Preferred Shares shall be sold or transferred to any direct competitor (whose business is primarily operating the same business as the Business (as defined in the Series E Shares Purchase Agreement) (the “Direct Competitor”) of the Company, provided that such restriction shall not apply to the Series E Preferred Shareholders after the second (2nd) anniversary of the Closing (as defined in the Series E Shares Purchase Agreement). After the second (2nd) anniversary of the Closing, in the event that any Series E Preferred Shareholder proposes to sell or transfer any Series E Preferred Shares or Ordinary Shares converted from the Series E Preferred Shares to any Direct Competitor, the Founders shall have (through the BVI Companies), in preference to the right of first refusal of the Preferred Share Non-Selling Shareholders under Section 4.4, an option to purchase all, but not less than all, of such Preferred Shares or Ordinary Shares that are proposed to be transferred to such Direct Competitor on a pro rata basis, which option shall be exercised by delivering written notice to such Series E Preferred Shareholder within ten (10) business days after the Company’s receipt of the Preferred Share Transfer Notice delivered pursuant to Section 4.4. In the event that the Founders (through the BVI Companies) do not elect to purchase all of such Preferred Shares or Ordinary Shares within the said ten (10)-business day period or fail to pay to the Series E Preferred Shareholder the purchase price for all of such Preferred Shares or Ordinary Shares by wire transfer of US dollars in legally available funds within ten (10) business days following the written notice stating the exercise of the option under this Section 4.13, such Preferred Shares or Ordinary Shares shall be subject to the rights of first refusal and the right of co-sale under Section 4.4 and Section 4.5 above.
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Transfer to a Competitor. Notwithstanding anything to the contrary contained in this Agreement, for so long as IGC (or any of its Affiliates) is a Shareholder, no Shareholder (other than IGC and/or its Affiliate) shall Transfer or attempt to Transfer any Shares to an IGC Competitor. Any Transfer or attempt to Transfer Shares in violation of Clause 6(a) and 6(b) shall be null and void ab initio, and the Company shall not register any such Transfer.
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Transfer to a Competitor. Notwithstanding anything herein to the contrary, if there is a Transfer by Owner to a Person who is or at a time during the Term becomes a Competitor, then Owner shall provide written notice to Manager within thirty (30) days of such Transfer and Manager may, but shall not be required, to terminate this Agreement upon written notice to Owner. If Manager elects to terminate this Agreement in accordance with this Section 11.5, Manager shall provide Owner with written notice of such election not later than one hundred eighty (180) days prior to the termination date; provided, however, if Manager exercises its option to terminate pursuant to this Section 11.5 such termination shall be effective, subject to the forgoing notice period, as of the date stated in the Manager’s notice of termination and without any recourse by Manager (including receipt of the Termination Fee and any claim or cause of action in law or equity including, without limitation, the right to damages related to such termination, but excluding any claim or cause of action in law or equity including, without limitation, the right to damages otherwise unrelated to such termination).
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Transfer to a Competitor. 9.3.1. Notwithstanding anything contained in this Agreement, the Parties agree that: (i) the Investor (and/or its Permitted Transferees) shall not, during a period of 2 (two) years from the Effective Date, Transfer, any of its Equity Securities to a Competitor, and any Transfer by the Investor (and/or its Permitted Transferees) to a Competitor at any time after expiry of 2 (two) years from the Effective Date shall be subject to the applicable provisions of this Agreement including without limitation Clause 9.3.2, Clause 11.13, Clause 12 (GA Tag Along Right) and Clause 25.2; and (ii) GA (and/or its Permitted Transferees) shall not, during a period of 2 (two) years from the Effective Date, Transfer, any of its Equity Securities to a Competitor and any Transfer by GA (and/or its Permitted Transferees) to a Competitor at any time after expiry of 2 (two) years from the Effective Date shall be subject to the applicable provisions of this Agreement including without limitation Clause 11 (Investor Tag Along Right). 9.3.2. The Investor undertakes that it shall keep GA apprised of any inquiry, proposal or offer from any Competitor that it or its Affiliates may receive concerning any Transfer of any Equity Securities held by it (or its Permitted Transferees) to a Competitor, or any discussion in relation to the foregoing, including the identity of the Competitor making such inquiry, proposal or offer. It is clarified that the obligation of the Investor under this Clause 9.3.2 shall fall away upon the consummation of an IPO.
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Related to Transfer to a Competitor

  • Competitor “Competitor” means any person, firm, business or other organization or entity that designs, develops, produces, offers for sale or sells products that are in competition with the products of the Company or an Affiliate as designed, developed, produced, offered for sale or sold by the Company or an Affiliate at the time of Executive’s Separation from Service.

  • 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.

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • What if I Make a Contribution for Which I Am Ineligible or Change My Mind About the Type of IRA to Which I Wish to Contribute?

  • Permitted Transfer Notwithstanding anything in this Article 5 to the contrary, Tenant may assign its interest in this Lease or sublease all or any part of the Premises (each a “Permitted Transfer”) to a Permitted Transferee (defined below) with notice to Landlord (delivered prior to the Transfer, or in the event Tenant is prohibited from doing so by Applicable Laws or contractual obligations, then as soon as reasonably practical) but without Landlord’s prior written consent; provided, that (i) with respect to a Permitted Transfer involving an assignment of this Lease, the Permitted Transferee assumes this Lease by a written assumption agreement delivered to Landlord prior to the effective date of such Permitted Transfer (unless such prior delivery is prohibited by Applicable Laws, in which event Tenant shall deliver such assumption agreement as soon as allowed), (ii) the Permitted Transferee shall use the Premises only for the Permitted Use, (iii) the use of the Premises by the Permitted Transferee shall not violate any other agreements or leases affecting the Property, (iv) the occurrence of a Permitted Transfer shall not waive Landlord’s rights as to any subsequent Transfer, (v) the Permitted Transferee shall satisfy the Credit Requirement (defined below), and (vi) Tenant shall have given Landlord written notice at least thirty (30) day before such Transfer (unless such notice is prohibited by applicable Law, in which event Tenant shall give such notice within ten days following such Transfer). As used herein, (A) “Affiliate” means any person or entity who or which controls, is controlled by, or is under common control with Tenant, (ii) a corporation or other entity which shall be a wholly owned subsidiary of the Tenant, (iii) the parent corporation or other entity that wholly owns Tenant, or (iv) a subsidiary of such parent corporation or other entity that wholly owns Tenant, or a corporation or other entity having a majority of its ownership in common with the ownership of Tenant, or (v) a Successor corporation, limited liability company or other entity; (B) “Successor” means any (i) business entity in which or with which Tenant is merged or consolidated in accordance with applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations under this Lease are assumed by the Successor, or (ii) the successor or surviving corporation or other entity in the event of a merger or consolidation of the Tenant with another corporation, so long as Tenant’s obligations under this Lease are assumed by the Successor; (C) “Purchaser” means any person or entity who or which acquires all or substantially all of the assets or equity interests of Tenant; (D) “Permitted Transferee” means an Affiliate, Successor or Purchaser. The “Credit Requirement” shall be deemed satisfied if, as of the effective date of the Permitted Transfer, the resulting tenant under this Lease meets or exceeds all of following minimum criteria immediately following the Transfer: (i) cash on hand equal to at least Two Billion Dollars ($2,000,000,000) according to the Permitted Transferee’s most recent financial statement, determined in accordance with generally accepted accounting principles (“GAAP”), (ii) outstanding debt of not more than sixty (60%) of the Permitted Transferee’s available cash on hand (as determined pursuant to the foregoing subsection (i) according to the Permitted Transferee’s most recent financial statement, determined in accordance with GAAP, and (iii) a market capitalization equal to at least Five Billion Three Hundred Million Dollars ($5,300,000,000).