Company Opportunities Sample Clauses

Company Opportunities. (a) Purchaser and any related investment funds, the Board Representative, and any of their respective affiliates, have the right to, and shall have no duty (contractual or otherwise) not to (i) invest in, carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer, director, stockholder, equityholder or investor in any person, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of business as the Company or any of its Subsidiaries, (ii) do business with any client, customer, vendor or lessor of any of the Company or its affiliates or (iii) make investments in any kind of property in which the Company may make investments. (b) In the event that Purchaser or any related investment funds, the Board Representative or any of their respective affiliates, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, none of Purchaser or any related investment funds, the Board Representative or any of their respective affiliates, shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or to refrain from pursuing or acquiring such corporate opportunity for its own benefit. (c) None of Purchaser, any related investment fund, the Board Representative or any of their respective affiliates shall be liable to the Company or any of its Subsidiaries or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that Purchaser or any related investment fund thereof, the Board Representative or any of their respective affiliates pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company. (d) Notwithstanding Section 4.14(a)-(c), if the Board Representative is presented with any potential transaction or corporate opportunity solely and expressly in his or her capacity as a member of the Board of Directors and that is specifically identified as a potential transaction or corporate opportunity for the Company or its Subsidiaries (a “Company Opportunity”), then the Board Representative shall be required to first present such Company Opportunity to the Company prior to the Board Representative’s pursuit of, ...

Company Opportunities. No Management Member may, without the consent of the Executive Board, do any of the following: (i) own, acquire, operate, or participate in any way directly or indirectly in the ownership, acquisition or operation of any business or activity included within the Company Business (collectively “Company Opportunities”); or (ii) act as a finder, agent or advisor for any other Person engaging or proposing to engage in Company Opportunities, other than through the Company.

Company Opportunities. (a) The Company understands that Purchaser and its Affiliates are or may become interested, directly or indirectly, in various other businesses and undertakings, some of which may be similar in nature to the business of the Company. The Company agrees that Purchaser and its Affiliates may engage in or possess an interest, directly or indirectly, in any business venture of any nature or description for their own account, independently or with others, and subject to Section 4.6(c) below, may do so without any accountability or any obligation to afford to the Company any opportunity to participate therein. In the event that Purchaser, any Purchaser Nominee and each of its and their respective Affiliates acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries, none of Purchaser, any Purchaser Nominee and each of its and their respective Affiliates shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or to refrain from pursuing or acquiring such corporate opportunity for its own benefit, unless, with respect to a Purchaser Nominee only, failure to take such action, or refrain from doing so, as the case may be, would violate the Board of Directors’ fiduciary duties under applicable Law. (b) None of Purchaser, any Purchaser Nominee and each of its and their respective Affiliates shall be liable, to the fullest extent permitted by law, to the Company or any of its Subsidiaries or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that Purchaser, the Purchaser Nominee and each of its and their respective Affiliates pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company, provided that, in the case of the Purchaser Nominee, such Purchaser Nominee has otherwise abided with the requirements of Section 4.6(c). (c) Notwithstanding Section 4.6(a), if any Purchaser Nominee is presented with any potential transaction or corporate opportunity expressly in his or her capacity as a member of the Board of Directors (a “Company Opportunity”), then such Purchaser Nominee shall be required to first present such Company Opportunity to the Company prior to the Purchaser Nominee’s pursuit of, or investment in, such Company Opportunity, and shall not pursue such Company Opportunity unless and until declined by...

Company Opportunities. You must not take for yourself any opportunity that belongs to the Company. Whenever the Company has been seeking a particular business opportunity, or the opportunity has been offered to the Company, or the Company’s funds, facilities or personnel have been used in developing the opportunity, that opportunity rightfully belongs to the Company and not to its employees.

Company Opportunities. Each Member and its Affiliates shall be required to offer to the Company each and every opportunity it acquires after the date of this Agreement to pursue a prospective business venture if, by its nature, that prospective business venture is within the primary purpose of the Company specified in Section 2.4 and if the Company would reasonably be in a position to take up that prospective business venture in the course of its business.

Company Opportunities. (a) The Company and each Member shall have the rights set forth in this Section 14.5 with respect to Company Opportunities. Neither the Company nor any Member or Affiliate thereof shall take any actions with respect to a Company Opportunity except in compliance with this Section 14.5. (b) In the event that any Member or its Affiliates become aware of a Company Opportunity (other than an Ancillary Transaction, as defined in Section 14.5(c)) that such Member or such Member’s Affiliate desires to pursue, such Member (the “Proposing Member”) shall notify the Member Group of which it is not a member (the “Deciding Member Group”) in writing (an “Opportunity Notice”) thereof. Upon delivery of the Opportunity Notice, the Deciding Member Group shall have the sole right to elect whether the Company shall pursue the Company Opportunity. The Deciding Member Group shall have thirty (30) days after receipt of an Opportunity Notice to notify the Proposing Member of the Company’s desire to pursue the Company Opportunity (the “Response”). (i) If the Deciding Member Group delivers a Response that the Company elects to pursue the Company Opportunity, then the Company shall use its best efforts to (A) enter into good faith negotiations regarding the Company Opportunity within fifteen (15) days after the Deciding Member Group’s receipt of the Opportunity Notice, and (B) negotiate the terms of and consummate the transaction contemplated by the Company Opportunity within one-hundred fifty (150) days after the Deciding Member Group’s receipt of the Opportunity Notice, or such longer period as is practical under the circumstances. In such event, neither any Member nor any Affiliate thereof shall pursue the Company Opportunity individually. (ii) If the Deciding Member Group delivers a Response that the Company elects to forego the Company Opportunity, the Company shall not pursue the Company Opportunity. In such event, the Proposing Member or any Affiliate thereof shall be free to pursue the Company Opportunity. (c) In the event that a Member or its Affiliates become aware of a Company Opportunity that is part of an Ancillary Transaction, the Member or Affiliate shall follow the procedures set forth in this Section 14.5(c) in lieu of those set forth in Section 14.5(b). An “Ancillary Transaction” is a transaction in which a Member or its Affiliate proposes, in the same or in a series of related transactions, to purchase or engage in both (a) a Company Opportunity that would be subje...

Company Opportunities. Managers and Officers shall be obligated to present in writing any prospective project, business venture, investment opportunity which could be of economic advantage to the Company (each, an “Opportunity”). Within 30 days of receipt of such written notice of a potential Opportunity, the Company must reject the Opportunity before a Manager or Officer shall have the right to pursue the Opportunity on his or her own account or to recommend the same to Persons other than the Company.

Company Opportunities. The Consultant shall promptly disclose to the Company's Chief Executive Officer or to the Chairman of its Board of Directors, any and all corporate opportunities, including without limitation, any opportunities for investment, co-investment, joint-venture, exploration, exploitation, or other business activities, discovered, identified or made known to the Consultant in the direct performance of his services to the Company (collectively, "Company Opportunities") and all material information known to the Consultant with respect thereto, as well as the Consultant's good faith assessment of whether the Company Opportunity may be appropriate for the Company. The Consultant shall not present, offer or disclose any Company Opportunity to any person or entity other than the Company and shall not, directly or indirectly, on his own behalf or on behalf of any person or entity other than the Company, take any action to exploit or develop such Company Opportunity unless and until the Board has had a period of at least ten (10) days to from the date of such disclosure to consider the Company Opportunity and the information so provided and has elected not to pursue the Company Opportunity. Failure of the Board to notify the Consultant within such ten (10) day period of its election pursue the Company Opportunity shall be deemed an election by the Company not to pursue the Company Opportunity.

Company Opportunities. Except as provided in Section 5.5 above, and --------------------- except as otherwise provided in any contract to which Company is a party, no Member shall be obligated to present any prospective project, business venture, investment opportunity or economic advantage to the Company or to any other Members or Managers, even if the opportunity is one of the character that, if presented to the Company or the other Members or Managers, could be taken by the Company or the other Members or Managers, and each Member or Manager shall have the right to hold any such prospective project, business venture, investment opportunity or economic advantage for its own account or to recommend the same to Persons other than the Company or the other Members or Managers.