Conflict Matters Clause Samples

Conflict Matters. 2.8.1 All resolutions of the Board (except those relating to Conflict Matters (in respect of which Clause 3 shall apply) and those which shall require a Shareholder recommendation as set out in Scheme of Delegation shall be decided by majority vote of those Directors present and entitled to vote. The Chair of any meeting of the Board shall be entitled to a casting vote. A resolution (which may be in counterparts) in writing (including by email) signed (which, in respect of electronic resolutions, may be by way of electronic signature) by a majority of the Directors who would be entitled to vote on the matter at a meeting of the Board shall be as valid as if it had been passed at a meeting of the Board duly convened and held. 2.8.2 Subject to any provision of the Articles, where there is a Conflict Matter to be considered by the Board, the relevant Directors who are conflicted shall be entitled to attend any meeting of the Board at which the Conflict Matter is to be considered to speak and present their views but shall not be entitled to vote on or count in the quorum in respect of such Conflict Matter and shall absent themselves before any discussions regarding the Conflict Matter take place between the Directors who are not conflicted and any votes on the Conflict Matter are taken. In such circumstances: (a) at least two (2) Directors who are not conflicted, one (1) of whom shall be an Independent Director unless all Independent Directors are conflicted, shall constitute a quorum for the purposes of considering the Conflict

Conflict Matters. 2.4.1 All resolutions of the Board (except those relating to Conflict Matters (in respect of which Clause 3 shall apply) and those which shall require a Shareholder recommendation as set out in Scheme of Delegation shall be decided by majority vote of those Directors present and entitled to vote. The Chair of any meeting of the Board shall be entitled to a casting vote. A resolution (which may be in counterparts) in writing (including by email) signed (which, in respect of electronic resolutions, may be by way of electronic signature) by a majority of the Directors who would be entitled to vote on the matter at a meeting of the Board shall be as valid as if it had been passed at a meeting of the Board duly convened and held. 2.4.2 Subject to any provision of the Articles, where there is a Conflict Matter to be considered by the Board, the relevant Directors who are conflicted shall be entitled to attend any meeting of the Board at which the Conflict Matter is to be considered to speak and present their views but shall not be entitled to vote on or count in the quorum in respect of such Conflict Matter and shall absent themselves before any discussions regarding the Conflict Matter take place between the Directors who are not conflicted and any votes on the Conflict Matter are taken. In such circumstances: (a) at least two (2) Directors who are not conflicted shall constitute a quorum for the purposes of considering the Conflict Matter. Directors who are not conflicted shall be entitled to vote on a resolution of the Board in respect of the Conflict Matter; (b) any written resolution of the Directors in respect of the Conflict Matter which is signed by a majority of the Directors who are not conflicted (provided that such majority includes all Directors who are not conflicted) shall be as valid as if it had been passed at a meeting of the Board duly convened and held and (c) This Clause 2 and Article 13 of the Articles (Quorum for Directors' Meetings) shall be construed accordingly. 2.4.3 Each of the Directors shall, subject to compliance by such Directors with the statutory duties imposed on them pursuant to the Act, be at liberty from time to time to make such disclosure to the Shareholder who appointed him in relation to the Business and/or affairs of the company as he thinks fit. Where a Director proposed to make such disclosure he shall notify the Chair of his intention unless he reasonably believes that to do so would be contrary to principles of good...

Conflict Matters. (i) If there exists, or is reasonably anticipated to be, any conflict or threatened conflict, issue under any Affiliate Contract, including any actual or threatened breach or default, intercompany litigation or similar issue (including the existence of a contractual right to exercise by or against the JV or any of its Subsidiaries in respect of any such breach or default or similar issue), the JV shall deliver, and shall cause to be delivered, prompt (and in the case of any actual or threatened material breach or material default, within five (5) Business Days after the JV (or any Affiliate thereof) becomes aware of such actual or threatened material breach or material default) written Notice thereof to the Limited Partners (and, without limiting the foregoing obligation of the JV, the JV and its Subsidiaries shall cause any counterparties under any such Affiliate Contracts to promptly deliver written notice thereof to the JV). Notwithstanding the foregoing notice requirements, and without regard to whether any notice has been delivered, and following any applicable cure period provided under such Affiliate Contract, in the event of any such conflict issue, (a) the Co-Investor Limited Partner shall have the sole right to cause the JV or its applicable Subsidiary to exercise any available rights, remedies or defenses relating to such conflict issue or other such matter under such Affiliate Contract (including, without limitation, the enforcement of the Wholesale Agreements, Intellectual Property License Agreement, the Keurig Parent Guaranty and/or any other Main JV Agreement), (b) any decision of the LP Committee or the Limited Partners in connection therewith will not require the approval of the Keurig Partners or any Keurig Designee, and no Keurig Partner or Keurig Designee shall be permitted to participate in any such decision (c) any decision of the Co-Investor Limited Partner or the Co-Investor Manager, as applicable, will bind the JV or its applicable Subsidiary without the requirement of any further approval, LP Committee meeting or other formal process. Notwithstanding the foregoing, this paragraph does not apply with respect to any action taken in respect of the JV’s ownership of Kodiak Preferred Stock, and the Co-Investor Limited Partner shall have no right to cause the JV to exercise any right or remedy or otherwise take action in respect of the Kodiak Preferred Stock or the Kodiak Preferred Stock Investment Agreement. (ii) In addition, and witho...

Conflict Matters. 9.1 A Member shall be a Conflicted Member where the LLP is considering: 9.1.1 entry into an agreement with the Member (or a Group Company of that Member); or 9.1.2 instigating or pursuing any claim, dispute, proceedings or any other action in respect of any breach of an obligation under an agreement to which the LLP and the Member (or a Group Company of that Member) are parties; and/or 9.1.3 the varying or termination of an agreement to which the LLP and the Member (or a Group Company of that Member) are parties, (each a Conflict Matter). 9.2 If a Member is a Conflicted Member: 9.2.1 it shall not be entitled to vote on any resolution relating to the Conflict Matter (as defined in clause 9.2); and 9.2.2 if the Chair is the Conflicted Member’s representative, such representative shall not be entitled to act as Chair and an alternative chair shall be appointed by the Members present at such meeting. For the avoidance of doubt, a Conflicted Member (and its representative) shall be entitled to attend any part of a meeting of the Members where such matter is discussed and to make representations pertaining to such matter unless all other Members present at the meeting determine otherwise. 9.3 Without prejudice to the generality of this clause 9, the LLP may commence, conduct and settle legal proceedings against a Member (or any Group Company of a Member) to enforce any rights that the LLP has against that Member (or Group Company). 9.4 For the purposes of clause 9.3, proceedings against a Conflicted Member or any Group Company of the Conflicted Member shall be undertaken by the other Members for and on behalf of the LLP.

Conflict Matters. All matters set forth below and all other transactions involving ACC or its Affiliates, on the one hand, and any member of the Parnassos Group, on the other hand, shall constitute conflict matters that require the consent of TCI, except, as to those matters permitted by Sections 7.5(iii) and 7.6, that the consent of TCI shall not be required under this Section 7.10.1 if such consent is not required under any provision of the Agreement other than this Section 7.10.1, any other agreement relating to the Partnership or applicable law: (i) review and determination whether or not to assume or reject existing agreements between any member of the Parnassos Group and ACC or any Subsidiary or Affiliate of ACC and negotiation of terms as to any proposed new agreements or waivers under or amendments of existing agreements; (ii) investigation and pursuit or settlement of all claims the Parnassos Group may have against ACC or its Affiliates; (iii) addressing claims ACC or its Affiliates may assert against the Parnassos Group, including cost allocations and intercompany claims; and (iv) termination or amendment of the Management Agreements between Parnassos, L.P. and Adelphia Cablevision, Inc. (the "Management Agreement").

Conflict Matters. If a matter to be considered or voted upon at a Board meeting or a meeting of a committee of the Board relates to: (a) the Concessionaire enforcing rights under or taking any action against the ACP in relation to the Contract; or (b) the Concessionaire defending itself against any action taken by the ACP, then that matter (a "Conflict Matter") shall be considered at a separate meeting or meetings of the Board or committee of the Board (as the case may be) (each a "Conflict Matter Meeting") and the Observer shall not be entitled to receive notice of or attend any such meeting or meetings (or otherwise receive any advice provided to the Concessionaire on the Conflict Matter). For the avoidance of doubt, no matter other than a Conflict Matter may be considered at the relevant Conflict Matter Meeting and if in breach of this provision a matter other than a Conflict Matter is considered at a Conflict Matter Meeting the Concessionaire shall without prejudice to the ACP's other rights for breach of this Agreement promptly provide to the Observer a copy of the minutes of such Conflict Matter Meeting (with any references to the Conflict Matter redacted) and of any documents considered at such Conflict Matter Meeting other than any documents relating exclusively to the Conflict Matter.

Conflict Matters. The Parties will work together in good faith to resolve any disputes regarding whether a matter constitutes a Conflict Matter or a Subsidiary Conflict Matter.

Conflict Matters. All matters set forth below and all other transactions involving ACC or its Affiliates, on the one hand, and any member of the Century TCI Group, on the other hand, shall constitute matters that require the consent of TCI, except, as to those matters permitted by Sections 5.1(b)(5), (c)(7), (c)(9), (c)(10) and (c)(11), that the consent of TCI shall not be required under this Section 5.11 if such consent is not required under any provision of the Agreement other than this Section 5.11, any other agreement relating to the Partnership or applicable law: (i) review and determination whether or not to assume or reject existing agreements between any member of the Century TCI Group and ACC or any Subsidiary or Affiliate of ACC and negotiation of terms as to any proposed new agreements or waivers under or amendments of existing agreements; (ii) investigation and pursuit or settlement of all claims the Century TCI Group may have against ACC or its Affiliates; (iii) addressing claims ACC or its Affiliates may assert against the Century TCI Group, including cost allocations and intercompany claims; and (iv) termination or amendment of the Management Agreement between Century-TCI California, L.P. and Chelsea Communications, LLC (the "Management Agreement").

Conflict Matters. 10.1 An Executive shall be a Conflicted Executive where the LLP is considering: 10.1.1 entry into an agreement with: (a) the Member that has appointed the Executive; or (b) a Group Company of the Member that has appointed the Executive; or (c) an entity that the Executive is an Officer of (or any Group Company of that entity); or 10.1.2 instigating or pursuing any claim, dispute, proceedings or any other action in respect of any breach of an obligation under an agreement to which the LLP and: (a) the Member that has appointed the Executive; or (b) a Group Company of the Member that has appointed the Executive; or (c) an entity that the Executive is an Officer of (or any Group Company of that entity) are parties; and/or 10.1.3 the varying or termination of an agreement to which the LLP and: (a) the Member that has appointed the Executive; or (b) a Group Company of the Member that has appointed the Executive; or (c) an entity that the Executive is an Officer of (or any Group Company of that entity) are parties, (each a Conflict Matter). 10.2 If an Executive is a Conflicted Executive: 10.2.1 he/she shall not be entitled to vote on any resolution relating to the Conflict Matter; and 10.2.2 if the Chair is a Conflicted Executive, such Executive shall not be entitled to act as Chair and an alternative chair shall be appointed by the other Executives present at such meeting. For the avoidance of doubt, a Conflicted Executive shall be entitled to attend any part of an Executive Meeting where such matter is discussed and to make representations pertaining to such matter unless the other Executives present at the meeting determine otherwise. 10.3 Without prejudice to the generality of this clause 10, the LLP may commence, conduct and settle legal proceedings against a Member (or any Group Company of that Member) or any entity that an Executive is an Officer of (or any Group Company of that entity) to enforce any rights that the LLP has against that Member (Group Company or entity). 10.4 For the purposes of clause 10.3, proceedings against an entity or Member involving a Conflicted Executive shall be undertaken by the Executives that are not Conflicted Executives for and on behalf of the LLP.