Business Activity That Does Not Compete with the Company and Business Opportunities Sample Clauses

Business Activity That Does Not Compete with the Company and Business Opportunities. (i) In the event the Company distributes or arranges for the distribution of one or more products (each, a “Company distributed product”) as contemplated by Section 3.3, then, subject to any contractual arrangements a Member entered into prior to the date the Company commenced distributing or arranging for the distribution of the Company distributed product (including test marketing of the Company distributed product), for so long as such test marketing continues or distribution continues, the Member shall not distribute within the United States a product that is in the same product category as the Company distributed product. A Member may extend a prior contractual arrangement and will not be in violation of the limitations imposed by this Section 12.8(i). The determination of whether a product is in the same product category as a Company distributed product shall be made by a Director Regular Vote and such determination shall be final and binding on the Company and the Members. The limitation imposed by this Section 12.8(i) (a) may be waived as to a specific product and as to a specific Member by a Director Extraordinary Vote; and (b) will be deemed to have been so waived but only if the Member (1) gives the Company not less than 60 days’ prior notice Table of Contents of the Member’s intent to distribute a particular product before commencing distribution, (2) agrees that its distribution will be through its DSD system only, (3) agrees that its distribution will be limited to its Territory only, and (4) provides to the Board during such 60 day period of time such information as the Board or any Officer reasonably requests in order to review the request, unless the Board, by a Director Extraordinary Vote, determines in good faith within such 60 day period that the waiver of the restriction for that product distribution should not be granted. No waiver granted under clause (a) or clause (b) of the preceding sentence will restrict in any way the right of the Company to distribute the Company distributed product which may compete with the Member’s product in the Member’s Territory through a non-DSD method of distribution.
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Related to Business Activity That Does Not Compete with the Company and Business Opportunities

  • Competitive Business Activities The term "Competitive Business Activities" as used herein shall be deemed to mean the Business.

  • Business Opportunities Executive agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Board of Directors of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that Executive may discover, find, develop or otherwise have available to Executive in the Company’s general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

  • Certain Business Relationships with the Company Except as disclosed on (S) 4A(s) of the Sellers' Disclosure Schedule, neither the Sellers nor their Affiliates have been involved in any business arrangement or relationship with the Company outside of the Company's Ordinary Course of Business within the past 12 months, and neither the Sellers nor any of their Affiliates owns any asset, tangible or intangible, which is used in the business of the Company.

  • Business Activity As long as this Note shall remain outstanding, Maker shall make no change in its business activity that would make it or any of its business activities non-compliant with SBA regulations and guidelines.

  • Business Activities The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

  • Competitive Activities For purposes of the Agreement, to which this Exhibit B is attached, “Competitive Activities” means any activities relating to products or services of the same or similar type as the products or services (1) which were or are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company or any Related Company, and (2) for which you have any direct or indirect responsibility or any involvement to plan, develop, manage, market, sell, oversee, support, implement or perform, or had any such responsibility or involvement within your most recent 24 months of employment with the Company or any Related Company. Notwithstanding the previous sentence, an activity shall not be treated as a Competitive Activity if the geographic marketing area of such same or similar products or services does not overlap with the geographic marketing area for the applicable products and services of the Company or any Related Company.

  • Other Business Opportunities The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company. Neither the Member or any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by it. Neither the Company nor any person or entity affiliated with the Company shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Certain Business Relationships Neither Parent nor any of its affiliates is a party to any Contract with any director, officer or employee of the Company or any Company Subsidiary.

  • Competing Business “Competing Business” means any depository, wealth management or trust business company or holding company thereof (including without limitation, any start-up bank or bank in formation) operating anywhere within the Covered Area.

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