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.
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. 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 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.
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.
Company Opportunities. The Consultant shall promptly disclose to the Company’s Chief Executive Officer or General Counsel, any and all material 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) business days 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) business day period of its election to pursue the Company Opportunity shall be deemed an election by the Company not to pursue the Company Opportunity. Notwithstanding the foregoing, the Company and the Consultant agree and acknowledge that by virtue of the Consultant’s substantial experience and contacts in the oil and gas industry, the Consultant will become aware of many opportunities that are not connected to his service for the Company under this Agreement and that such opportunities shall not be deemed “Company Opportunities” and are not intended to fall within the notification requirements of this Section 6(b).
Company Opportunities. (a) Purchaser and any related investment funds, 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.
Company Opportunities. The Company recognizes that the Investors are private equity funds and that the Investors, their partners or investors, and professionals affiliated with the Investors (such persons, together with the operating companies described in this sentence, are collectively referred to as the “White Deer Group” and individually as a “White Deer Group Member”) invest in, serve on the board of directors and other governing boards of, serve as officers of, provide services to and have minority and controlling ownership interests in existing and future operating companies. Nothing in this Agreement or the nature of the existing or any future relationship between any White Deer Group Member, on the one hand, and the Company or any of its Affiliates, on the other, will prohibit any White Deer Group Member from engaging in any activity or business opportunity whatsoever for its own account or will require any White Deer Group Member to make any business opportunity available to the Company, even if such activity or business opportunity competes with or relates to the business conducted by the Company. Notwithstanding the foregoing, until six (6) months following the Threshold Ownership Date, no Investor shall, and the Investors will cause each of their Affiliates not to, (i) acquire any interests in any hydrocarbons or minerals in place, including mineral interests, mineral fee interests, leasehold interests, net profits interests, royalties, overriding royalties, carried interests or other rights, in the Cherokee Basin or (ii) acquire more than 35% of the outstanding capital stock of any entity that is, directly or indirectly, an owner or operator of oil and gas assets, or otherwise engaged in oil and gas operations, in the Cherokee Basin and whose Cherokee Basin assets or operations account for 10% or more of its total revenues, in each case without first making the opportunity available to the Company. No Investor may (and each Investor shall cause its Affiliates not to) engage in any activity or business opportunity that (i) is presented to an Investor Director in such person’s capacity as a director of the Company and with respect to which no other member of the White Deer Group (other than an Investor Director) independently receives notice or otherwise identifies such activity or opportunity or (ii) is identified by the White Deer Group solely through the disclosure of information by or on behalf of the Company.
Company Opportunities. Neither Party has any obligation to present new opportunities to the other Party or to Newco if the opportunity is outside the scope of the Business Opportunity. For purposes of this provision, modifications to the Device, the Consumables, or the manufacturing of the Consumables are all deemed to be within the scope of the Business Opportunity.
