Company Related Party Transactions. Notwithstanding anything in this Agreement to the contrary, (a) a Director or Alternate Director shall be entitled (subject to the following provisos) to participate in deliberations with respect to any Company Related Party Transaction in which such Director or Alternate Director, the Member that nominated such Director or Alternate Director, or any other Company Related Party with respect to such Member, has an interest; provided that such Director or Alternate Director has disclosed such interest to the Board; and provided, further that the Board (excluding such Director or Alternate Director consistent with clause (b) of this Section 8.16), may elect to exclude such Director or Alternate Director from all or any portion of such deliberations, but (b) no such Director or Alternate Director shall be entitled to vote on or approve any such Company Related Party Transaction, and all determinations of the requirements for quorum and voting pursuant to Section 8.6 shall be recalculated by disregarding (where applicable for the purposes of both the applicable numerator and the applicable denominator), for purposes of any matter, any such Director or Alternate Director who is not entitled to vote in respect of such matter pursuant to this Section 8.16. Without limiting the generality of clause (b) of this Section 8.16, if the Board has previously approved a contract, arrangement or transaction as a Company Related Party Transaction and, thereafter, the Company desires to exercise a right or take action with respect to such Company Related Party Transaction, a Director or an Alternate Director representing a Company Related Party that is party to such Company Related Party transaction shall not be entitled to vote on or approve the exercise of any such right or the taking of any such action. The Company may not enter into any Competitively Sensitive Agreement, unless the CEO notifies the Board in writing, which notice shall be delivered to the Board together with the Opinion, prior to entering into a Competitively Sensitive Agreement (and any amendment thereof) identifying the parties to such agreement and the general subject matter of such agreement.
Appears in 9 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
