Company Opportunities. (a) Except as expressly provided in this Agreement, Purchaser and any related investment funds, the Investor Directors 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 Investor Directors 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, 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 Investor Directors 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 Investor Directors 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.
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, direct or indirect, 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 the Company any opportunity to participate therein. In the event that Purchaser, any Purchaser Observer 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 Observer 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.
(b) None of Purchaser, any Purchaser Observer or any of 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 Observer 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.
(c) Solely in the event the Purchaser Observer, exclusively and expressly in his or her capacity as an observer on the Board, is presented with any potential transaction or corporate opportunity that (i) would reasonably be expected to be a suitable investment for the Company, (ii) based on the manner in which such potential transaction or corporate opportunity was presented to the Purchaser Observer, was clearly presented to the Purchaser Observer solely and exclusively as a potential transaction or corporate opportunity only for the Company and not for multiple persons and (iii) is a First Identified Business Opportunity, then such Purchaser Observer shall be required to first
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. 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. (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. During the term of this Agreement, each Member shall present any Company Opportunity that comes to the attention of such Member or such Member’s Affiliates or owners (the “Originating Member”) to the Company for consideration by the Company and the other Members before pursuing that opportunity; provided that this Section 3.17 shall not apply to NGP, its Affiliates or any entity in which NGP or any of its Affiliates directly or indirectly holds an ownership interest (other than NGP Black Mtn. Holdings, L.L.C. and its direct and indirect subsidiaries).
(a) If such Company Opportunity is Approved by the Members, then the Originating Member shall not pursue that opportunity for itself or for anyone other than the Company (as directed by the Managers with the Approval of the Members), and the Company instead shall be entitled to pursue such opportunity, subject to the terms set forth in subparagraphs (i) and (ii) below.
(i) If the Company Opportunity involves the transportation of water to any disposal facility owned by NGL Permian or any of its Affiliates, with transportation and disposal services to be billed under a single contract, (1) NGL Permian shall be a party to any customer contract entered into with respect to such Company Opportunity and shall be responsible for, on behalf of itself and the Company, invoicing the relevant customer and collecting revenue as a water pipeline tariff and disposal fee for every Barrel of water transported and disposed of pursuant to such customer contract (the “Transportation and Disposal Fee”) and (2) NGL Permian shall share such Transportation and Disposal Fee with the Company as follows:
(A) NGL Permian shall pay the Company one-third (1/3) of the first $0.75 per applicable Barrel of the Transportation and Disposal Fee and NGL Permian shall retain two-thirds (2/3) of the first $0.75 per Barrel of the Transportation and Disposal Fee;
(B) NGL Permian shall pay the Company one-half (50%) of the next $0.30 per applicable Barrel, in straight-line increments thereof, of the Transportation and Disposal Fee and NGL Permian shall retain the other one-half (50%) of the Transportation and Disposal Fee;
(C) NGL Permian shall pay the Company all of the Transportation and Disposal Fee in excess of $1.05 per applicable Barrel and NGL Permian shall retain none of the Transportation and Disposal Fee in excess of $1.05 per applicable Barrel; provided, however, that at no time shall NGL Permian receive less than $0.50 per applicable Ba...
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. 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.
