Transfer to Competitor Sample Clauses
Transfer to Competitor. Notwithstanding any of the foregoing, if the Licensee receives a bona fide offer from a Competitor to purchase or lease the Hotel or to purchase Licensee or any entity that controls Licensee, or to purchase an interest in either, and Licensee or any person or entity that owns or controls Licensee wishes to accept such offer, Licensee shall give written notice thereof to Licensor, stating the name and full identity of the prospective purchaser or tenant, as the case may be, including the names and addresses of the owners of the capital stock, partnership interests or other proprietary interests of such prospective purchaser or tenant, the price or rental and all terms and conditions of such proposed transaction, together with all other information with respect thereto which is requested by Licensor and reasonably available to Licensee. Within 60 days after receipt by Licensor of such written notice from Licensee, Licensor shall elect by written notice to Licensee one of the following four alternatives:
(1) If the proposed transaction is a sale or lease of the Hotel, Licensor (or its designee) shall have the right to purchase or lease the Hotel premises and related property at the same price or rental and upon the same terms and conditions as those set forth in such bona fide offer from a Competitor. In such event Licensee and Licensor (or its designee) shall promptly enter into an agreement for sale or lease at the price or rental and on terms consistent with such bona fide offer.
(2) If the proposed transaction is a purchase of all or a portion of the stock or assets (which includes the Hotel) of Licensee or the person that owns or controls Licensee, Licensor (or its designee) shall have the right to purchase the Hotel premises and related property. If the parties are unable to agree as to a purchase price and terms within thirty days of Licensor's election, the fair market value of the Hotel premises and related property shall be determined by arbitration as follows: Either party may by written notice to the other appoint an arbitrator. Thereupon, within 15 days after the giving of such notice, the other shall by written notice to the former appoint another arbitrator, and in default of such second appointment the arbitrator first appointed shall be the sole arbitrator. When any two arbitrators have been appointed as aforesaid, they shall, if possible, agree upon a third arbitrator and shall appoint him by notice in writing, signed by both of them in trip...
Transfer to Competitor. No holder shall transfer any Shares to a competitor of Licensee, as determined by the Board of Directors of Licensee in good faith. This provision shall terminate after the closing of the sale of Equity Securities of Licensee registers pursuant to a registration statement filed under the Securities Act. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ▇▇▇ ▇▇▇▇▇▇▇ 450,000 34.6 % ▇▇▇▇ ▇▇▇▇▇ 468,875 35.8 % ▇▇▇ ▇▇▇▇▇▇▇ 135,875 10.4 % 0.0 % University of Florida 65,000 5.0 % Incentive Stock Plan 185,000 14.2 % TOTALS (Fully diluted) 1,301,750 — [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. December 3, 2004 University of Florida Research Foundation, Inc. 219 ▇▇▇▇▇▇▇ hall ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇ Ladies and Gentlemen: I am the Chief Executive Officer of ViewRay, Inc. This letter is delivered pursuant to Section 2.2.2 of the Equity Agreement in connection with License Agreement to be executed by and between the University of Florida Research Foundation, Inc. and ViewRay, Inc. (the Agreements). Except as otherwise set forth herein, all terms used in this letter shall have the meanings assigned to them in the Agreements. As of the date of this letter:
1) ViewRay has no subsidiaries;
2) ViewRay has all requisite corporate power and authority to
a. Execute and deliver the Agreement;
b. Sell and issue the UFRF Shares; and
c. Perform its obligations under the terms of the Agreement.
3) Except as described in the Agreements
a. There are no outstanding debt securities issued by ViewRay;
b. ViewRay is not subject to any contract. Commitment, understanding or arrangement to redeem, repurchase or otherwise acquire or retire any shares of their capital stock, and there are no securities of ViewRay that contain any redemption or similar provisions...
Transfer to Competitor. No holder shall transfer any Shares to a competitor of Licensee, as determined by the Board of Directors of Licensee in good faith. This provision shall terminate after the closing of the sale of Equity Securities of Licensee registers pursuant to a registration statement filed under the Securities Act.
Transfer to Competitor. No Holder shall transfer any Registrable Securities to a competitor of the Company, as determined by the Board of Directors of the Company in good faith. This provision shall terminate after the Company conducts a Qualified Public Offering (as defined in Section 3.5 hereof).
Transfer to Competitor. [DELETED]
Transfer to Competitor. So long as the Angel Investors hold any Shares in the Company, any Transfer of Shares by the Founders to a Competitor shall be subject to the prior written approval of the Angel Investors and subject to the terms of this Agreement.
Transfer to Competitor. The Investor shall not transfer the Shares purchased under this Agreement to any person who (i) poses a significant competitive threat to a substantial portion of the Company's business or to a significant product of the Company or (ii) is involved in ongoing litigation with the Company (as reflected in the Company's filings under the Securities Exchange Act of 1934, as amended). This limitation on transfer shall not apply to unsolicited sales by the Investor in open market transactions through a broker (provided that the Investor has no knowledge that any such sale is to or for the benefit of a person described above in this Section 7(e)), sales by the Investor pursuant to an underwritten public offering or tender of the Shares by the Investor in the context of a tender offer for shares of Common Stock.