Certain Other Activities Clause Samples
The "Certain Other Activities" clause defines specific actions or behaviors that are either permitted or restricted under the agreement, outside the main obligations of the parties. This clause typically addresses ancillary activities such as side projects, consulting, or participation in competing businesses, clarifying whether such activities are allowed and under what conditions. Its core function is to prevent conflicts of interest and ensure that the parties' primary commitments under the agreement are not undermined by unrelated or competing engagements.
Certain Other Activities. The General Partner, the Investment Manager and their respective Affiliated Persons, employees and associates (collectively, the "Manager Affiliates") may manage funds and accounts other than the Assets ("Other Accounts") that invest in assets eligible for purchase by the Company. Subject to the requirements of the Investment Company Act and the Advisers Act, the Manager Affiliates are in no way prohibited from spending, and may spend, substantial business time in connection with other businesses or activities, including, but not limited to, managing Other Accounts, managing investments, advising or managing entities whose investment objectives are the same as or overlap with those of the Company, participating in actual or potential investments of the Company or any Partner, providing consulting, merger and acquisition, structuring or financial advisory services, including with respect to actual, contemplated or potential investments of the Company, or acting as a director, officer, manager, Partner or creditors’ committee Partner of, or adviser to, or participant in, any corporation, company, limited liability company, trust or other Person. Subject to the requirements of the Investment Company Act and the Advisers Act, the Manager Affiliates are in no way prohibited from receiving, and may receive, fees or other compensation from third parties for any of these activities, which fees will be for their own account and not for the account of the Company. Such fees may relate to actual, contemplated or potential investments of the Company and may be payable by entities in which the Company directly or indirectly has invested or contemplates investing. Neither the Company nor any Partner shall, by virtue of this Agreement, have any right, title or interest in or to the businesses or activities permitted by this Section 9.8 or in or to any fees or consideration derived therefrom. Allocation of investments or opportunities among the Company and Other Accounts will be made pursuant to policies approved from time to time by the Board of Directors in accordance with the Investment Company Act, the Advisers Act and any exemptive order obtained from the U.S. Securities and Exchange Commission.
Certain Other Activities. The Vintage Group agrees that:
(a) at the 2012 Meeting, and thereafter for so long as any New Appointee or any other designee of the Vintage Group serves as a director of the Company (unless otherwise approved by a majority of the entire Board), the Neutral Shares shall, at the Vintage Group’s election, solely with respect to the election of directors, ratification of auditors and say-on-pay proposals (provided that compensation for the Company’s executives included therein is consistent with practices in effect as of the date hereof), either (i) not be voted or (ii) be voted in accordance with the recommendation of the Board; and
(b) for so long as any New Appointee or any designee of the Vintage Group serves as a director of the Company, the Vintage Group shall not, without the prior written approval of a majority of the Independent Directors (as hereinafter defined) then serving on the Board, seek or offer to (i) acquire, beneficially or of record, securities of the Company representing 50% or more of the voting power of the then-outstanding securities of the Company, whether by purchase, tender or exchange offer, merger, consolidation or otherwise or (ii) acquire, directly or indirectly, all or substantially all of the assets of the Company. For purposes of this Agreement, an “Independent Director” shall be a director who (i) is not a New Appointee, a designee of the Vintage Group or otherwise affiliated with the Vintage Group, (ii) does not have a conflict of interest with respect to the proposed transaction and is not in any way interested in the proposed transaction and (iii) meets the qualifications for independence under NASDAQ Rule 5605 or any successor rule.
Certain Other Activities. FIDUCIARY DUTIES ------------------------------------------
2.1 Other Activities of the Holders; Fiduciary Duties.
Certain Other Activities. Executive may perform services for charitable and civic organizations or be a member of the board of directors or similar governing body of non-profit or charitable entities, as long as doing so does not materially interfere with Executive's obligations under this Employment Agreement or the Agreement (as defined below). Executive shall provide the Board at least quarterly with a description of any such activities. Except to the extent otherwise provided by Section 4.9 of the Agreement and Plan of Merger, dated as of June 11, 1999, among PCI, Executive, other Stockholders of PCI, Power Holdings, L.L.C. and Power Acquisition Sub., Inc. (the "Agreement"), Executive is not restricted from making investments for his account.
Certain Other Activities. (a) The General Partner and the Investment Manager may manage one or more additional investment vehicles or client accounts other than the Partnership (“Other Accounts”) that invest in assets eligible for purchase by the Partnership, provided that during the Commitment Period, all investment opportunities are allocated as provided in the Offering Memorandum and the Principals continue to provide sufficient time and attention to managing the investments of the Partnership. In addition to Other Accounts, after January 2, 2009 and until the earlier of (i) the termination of the Commitment Period and (ii) such time that at least 75% of the aggregate Common Share Commitments of the Parent have been funded or reserved for investments in process at the end of the Commitment Period or Partnership Expenses, including the Advisory Fee, none of PennyMac, the Investment Manager or the General Partner may form a new investment fund or account (collectively, “Successor Funds”) with investment objectives that are substantially similar to those of the Partnership. Notwithstanding the foregoing, PennyMac, the Investment Manager or the General Partner may form one or more Successor Funds for the purpose of investing in one or more investment opportunities where the capital necessary to acquire such assets exceeds the available capital of the Partnership or its other clients, or where the Investment Manager determines that acquiring the entire interest in such assets would not be in the best interest of the Partnership and such other clients, taking into account diversification and Partnership investment goals. If a Successor Fund is formed to invest in specific investment opportunities under such circumstances, in addition to any investment that may be made by the Partnership, the Investment Manager will offer Partners and other direct and indirect investors in the Partnership and the Other Accounts the opportunity to invest in such Successor Fund. Any amounts contributed by a Partner in respect of such Successor Fund will not reduce the available Common Share Commitment of such Partner.
(b) Subject to the requirements of the Investment Company Act and the Advisers Act, the Manager Affiliates are in no way prohibited from spending, and may spend, substantial business time in connection with other businesses or activities, including, but not limited to, managing Other Accounts, managing investments, participating in actual or potential investments of the Partnership or any P...
Certain Other Activities. 23 SECTION 10. MEMBERS.................................................24
Certain Other Activities. 5.1 Label Expansions and Other Formulations within the Field. In the event that either Party proposes to Develop in the Shared Territory (a) a Collaboration Product for the Second Indication or Other Indication, within the Field (a “Label Expansion”) or (b) an Other Formulation for an indication within the Field, such Party shall make a written proposal to the JDC for the Development thereof, including a proposed work plan, budget and timeline (the “JDC Proposal Notice”).
5.1.1 If the JDC determines to include such Label Expansion or Other Formulation in the Development Plan, then such Development Plan shall include the work plan, budget and timeline proposed by the Developing Party, or as the JDC may otherwise determine, and the Parties shall share the costs of Development for such Label Expansion or Other Formulation in accordance with Section 6.4 below.
5.1.2 If the JDC determine to not include such Label Expansion or Other Formulation under the applicable Development Plan, then neither Party shall have the right to further Develop such Label Expansion or Other Formulation in the Shared Territory, but may do so in its Sole Territory at its sole expense.
Certain Other Activities. Notwithstanding anything to the contrary in this Agreement, nothing contained in this Agreement shall prohibit or limit the performance by the Parties or their Affiliates of their respective obligations in respect of, or preclude, prohibit or restrict the Parties or their Affiliates from engaging, in any manner, in the transactions and activities set forth in Exhibit A.
Certain Other Activities