Sales to Competitors. Each Stockholder and Investor hereby agrees not to directly or indirectly Transfer any shares of Common Stock or other securities of the Company or options in respect to any thereof to any Person whose activities, products or services are competitive with activities, products or services of the Company as reasonably determined by the Board of Directors as of the date of the proposed Transfer (provided that the foregoing shall not restrict (i) public sales registered under the Securities Act or pursuant to Rule 144 thereunder unless the relevant Transferor has knowledge that the buyer or buyers are such competitors or (ii) Transfers of an Investor to an Affiliate of such Investor). The Company may impose stop transfer instructions with its transfer agent in order to enforce the foregoing covenants.”
Sales to Competitors. Notwithstanding anything to the contrary in this Agreement (other than Section 6.5(a) and 6.5(b)), the Third Party Investors may not, without the prior written consent of the Xxxxx Group and the Company, Transfer any shares of Company Stock that the Third Party Investors beneficially own to any Person that competes with or is engaged in any lines of business of the Company whether or not so competing or engaged in the same geographic area as the Company.
Sales to Competitors. Except in connection with a Drag Along Transaction, each Member hereby agrees not to directly or indirectly Transfer any Interest to any Person whose activities, products or services are competitive with activities, products or services of the Company, as reasonably determined by the Managing Member, as of the date of the proposed Transfer. The Company may impose stop transfer restrictions itself or with its transfer agent in order to enforce the foregoing covenant.
Sales to Competitors. Notwithstanding the foregoing and until the Company Right of First Refusal has terminated under Section 8, without the Company’s express written consent, at no time will any Holder transfer by way of sale, gift, pledge, option or otherwise any Shares to any person or entity that is directly or indirectly engaging in the provision or sale of products or services of the type provided or sold by the Company (whether prior to or at the time of such transfer or contemplated at such time by the Company’s written business plan or similar documents) or otherwise engaging in any business activity competitive with the Company’s business. The foregoing prohibition shall apply to transfers to competitors or any officers, directors or employees thereof, or any affiliate (as defined under applicable securities laws) of any such competitor or related officer, director or employee thereof. The Board shall have the sole and exclusive discretion to make determinations under this paragraph as to whether any proposed transferee would be deemed competitive and prohibited under the provisions of this section and the Board’s determination shall be final and binding.
Sales to Competitors. Each Member hereby agrees not to directly or indirectly Transfer any Units to any Person whose activities, products or services are competitive with activities, products or services of the Company and/or its Subsidiaries, as reasonably determined by the Management Board (including the VHS Manager Designee), as of the date of the proposed Transfer (provided that the foregoing shall not restrict sales pursuant to Article VIII below or public sales registered under the Securities Act or pursuant to Rule 144 thereunder after a Qualified Public Offering). The Company may impose stop transfer restrictions itself or with its transfer agent in order to enforce the foregoing covenant.
Sales to Competitors. Notwithstanding anything to the contrary herein contained, no Class B Stockholder shall sell, transfer or convey any shares of the Common Stock to a competitor of the Company in a private transaction without first obtaining the prior consent of Class B Stockholders who then hold eighty percent (80%) or more of the voting power of the Class B Shares (including for the purposes of such computation the Class B Shares which the selling Class B Stockholder, his or her Family and their Qualified Private Foundations are entitled to vote) and who include at least one (1) Sibling Stockholder who is a full-time senior executive employee of the Company (an "Employee Stockholder"), if there are at least two Employee Stockholders serving in such capacity at such time.
Sales to Competitors. If Owner proposes to consummate the sale of any Facility or component thereof to a Competitor under paragraph (D) of Section 13.01(a)(ii) above, then, prior to Owner consummating such transaction, Owner shall give notice thereof to Contractor, which notice shall specify the price offered by such Competitor and the other material terms of such proposed transaction. Upon receipt of such notice, Contractor shall have ten (10) Business Days to notify Owner of its election, in its sole discretion, to purchase the Facility from Owner. If Contractor elects to purchase the Facility, Contractor shall pay the purchase price for such Facility within thirty (30) days. If Contractor does not elect to purchase the Facility, Owner may proceed with the sale to such Competitor at a price not less than that offered to Contractor.
Sales to Competitors. Notwithstanding anything to the contrary set forth hereinabove, in no event shall SHP have the right to cause the Property to be sold pursuant to the exercise of SHP's rights under Section 10.4 or Section 10.5 above to any Competitor of Sunrise; provided, however, that this prohibition shall not apply in the event that the Initial Management Agreement has been terminated and neither Sunrise nor any Affiliate of Sunrise is the Manager of the Property. The term "Competitor of Sunrise" shall mean any entity primarily and actively engaged in operating assisted living communities but not companies who own all or portions of assisted living communities for investment purposes (and are not the day-to-day manager) such as REITS, banks, pension advisors, insurance companies, venture capital groups and the like.
Sales to Competitors. Notwithstanding anything to the contrary in this Agreement (other than pursuant to Section 6.4(a) and 6.4(b)), no Securityholder may, without the prior written consent of the THL Group and the Company, Transfer any Securities that such Securityholder beneficially owns to any Person that competes with or is engaged in any lines of business of the Company whether or not so competing or engaged in the same geographic area as the Company.
Sales to Competitors. 10 2.7 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 ARTICLE III.
