Business Transactions Involving a Member or Affiliate of a Member Sample Clauses

Business Transactions Involving a Member or Affiliate of a Member. All transactions between (i) the Company or any of its subsidiaries on the one hand and (ii) any of the Company’s Affiliates, a Member or any of such Member’s Affiliates on the other, shall require a Special Approval Vote; provided that the material facts as to such Company’s Affiliate’s, Member’s or its Affiliate’s relationship and interest in the contract or transaction are disclosed to the Members prior to the Class A Unit Member vote to approve the transaction. Without limiting the foregoing, all transactions between the Company or any of its subsidiaries and any of the Company’s Affiliates, a Member or its Affiliate shall be at prices and on terms and conditions not less favorable to the Company and its subsidiaries than could be obtained on an arm’s-length basis from unrelated third parties, as reasonably determined in good faith by the Board of Managers. Notwithstanding anything herein in the contrary, this Section 3.3 shall not apply to transactions between the Company or any of its Subsidiaries and the administrative agent, lenders and other persons pursuant or relating to the Credit Agreement or the Loan Documents (as defined in the Credit Agreement), including, without limitation, agreements, modifications or supplements thereto, the payment of principal, interest, fees and other obligations thereunder and the exercise of any rights or remedies pursuant thereto.
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Business Transactions Involving a Member or Affiliate of a Member. A Member or Affiliate of a Member may lend money to, provide services to and transact other business with the Company and shall have the same rights and obligations with respect to such matters as a Person who is not a Member or an Affiliate of a Member, provided that such loan, service or transaction has been authorized by specific resolution of the Board and a written memorandum describing the terms of the loan, service or transaction so authorized has been signed by such Member or Affiliate and by a representative of each of the other Members.
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Business Transactions Involving a Member or Affiliate of a Member. (a) Except for the Importer Agreement and Administrative Services Agreement and as provided in this Section 3.4(a), no Member or Director or any Affiliate of a Member or a Director shall lend money to, provide services to or transact other business with the Company or have a financial interest in any such business (collectively, “Insider Business”), unless (i) such Member’s, Director’s or Affiliate’s interest or involvement in such Insider Business is fully disclosed to the Board, (ii) all of the Directors appointed by a Member with Insider Business or all Directors appointed by the same Member as the Director with Insider Business abstain from voting or taking any action to approve such Insider Business, and (iii) such Insider Business is authorized by all of the Directors appointed by the Member not involved in such Insider Business.
Sample 1
Business Transactions Involving a Member or Affiliate of a Member. A Member or Affiliate of a Member may lend money to, provide services to and transact other business with the Company and shall have the same rights and obligations with respect to such matters as a Person who is not a Member or an Affiliate of a Member, provided that a written memorandum describing the terms of the loan, service or transaction so authorized has been signed by such Member or Affiliate and by a Director designated by each of the Members not party to the loan, service or other transaction, and such loan, service or transaction, if required to be authorized by the Board in accordance with Section 4.5(b)(vii) or 4.5(c)(xx), has been so authorized.
Sample 1
Business Transactions Involving a Member or Affiliate of a Member. A Member or its Affiliate may lend money to, provide services to and transact other business with the Company and shall have the same rights and obligations with respect to such matters as a Person who is not a Member or an Affiliate of a Member; provided that (i) the material facts as to such Person’s relationship or interest in and as to the contract or transaction are disclosed to the Members, and the Members in good faith authorize the contract or transaction by the affirmative votes of a majority of the disinterested Members, even though the disinterested Members constitute less than a quorum and (ii) the terms on which all such lending, services and other business are transacted shall be on an arm’s length basis as reasonably determined in good faith by a majority of such disinterested Members.
Sample 1
Business Transactions Involving a Member or Affiliate of a Member. (a) Subject to Section 4 hereof, a Member or its Affiliate may lend money to, provide services to and transact other business with the Company and shall have the same rights and obligations with respect to such matters as a Person who is not a Member or an Affiliate of a Member. Without limiting the effect of this Section 3.4, each Member understands and acknowledges that the conduct of the Company’s and/or any Subsidiary’s business may involve business dealings and undertakings with Members and their Affiliates. In any of these cases, unless otherwise expressly provided for in this Agreement or agreed to in writing by all of the Members, those dealings and undertakings shall be conducted at arm’s length and on commercially reasonable terms.
Sample 1

Related to Business Transactions Involving a Member or Affiliate of a Member

  • Material Transactions or Affiliations Except as disclosed herein and in the IACH Schedules, there exists no contract, agreement or arrangement between IACH and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer or director. IACH has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Investment Management and Related Activities Except as set forth on Schedule 3.25 of the Company Disclosure Schedule, none of the Company, any of its Subsidiaries or the Company’s or its Subsidiaries’ directors, officers or employees is required to be registered, licensed or authorized under the laws or regulations issued by any Governmental Authority as an investment adviser, a broker or dealer, an insurance agency or company, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, investment adviser, representative or solicitor, a counseling officer, an insurance agent, a sales person or in any similar capacity with a Governmental Authority.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Notification of Unsolicited Acquisition Proposals (i) As promptly as practicable (but in any event within one business day) after any of Avanex or Oplink's respective officers, directors or representatives (including any investment banker, attorney or accountant retained by it or any of its subsidiaries) receives or becomes aware of the receipt of any Acquisition Proposal by Avanex or Oplink, as the case may be, or any request for nonpublic information or inquiry which Avanex or Oplink, as the case may be, reasonably believes could lead to an Acquisition Proposal, Avanex or Oplink, as the case may be, shall provide the other party hereto with written notice of the material terms and conditions of such Acquisition Proposal, request or inquiry, and the identity of the Person or group making any such Acquisition Proposal, request or inquiry and a copy of all written materials provided in connection with such Acquisition Proposal, request or inquiry. The recipient of the Acquisition Proposal, request or inquiry shall keep the other party hereto informed as promptly as practicable (but in any event within one (1) business day) in all material respects of the status and details (including all amendments or proposed amendments) of any such Acquisition Proposal, request or inquiry and shall promptly (but in any event within one (1) business day) provide to the other party hereto a copy of all written and electronic materials subsequently provided in connection with such Acquisition Proposal, request or inquiry.

  • Raising of the Capital in Connection with the Initial Business Combination If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

  • Related Person Transactions Except for indemnification, compensation or other employment arrangements in the ordinary course of business, there are no Contracts, transactions, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliate (including any director or officer) thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Notification of Acquisition Proposals If the Company or any of its Subsidiaries receives, or, to the knowledge of the Company, any of their respective Representatives, receives, any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary, the Company shall promptly notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and shall provide the Purchaser with copies of all documents, correspondence or other material (whether in writing or electronic form) received in respect of, from or on behalf of any such Person. The Company shall keep the Purchaser promptly informed of the status of developments and negotiations with respect to any Acquisition Proposal or any inquiry, proposal, offer or request which may reasonably be expected to lead to an Acquisition Proposal, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to the Company by or on behalf of any Person making any such Acquisition Proposal, inquiry, proposal, offer or request.

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