Conflict Transactions Sample Clauses

Conflict Transactions. Any agreement or business engagement between the Company, on one hand, and Panasonic or Tower or any of their Affiliates, on the other hand, (including the transaction with any third party through those Persons except for Panasonic’s clients listed in Schedule 6.7 (the “Panasonic Clients”)) shall require the approval of the majority of the CEO, the COO (President), the Director for the Panasonic Account and the Foundry Business Development General Manager. Regarding customers that are not existing customers of Tower or Panasonic, and approach the Company directly for the manufacture of products, Tower and Panasonic shall be prohibited from, directly or indirectly, engaging in such manufacture of products with said customers with respect to the manufacture of any products using the technologies that are qualified at the Company.
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Conflict Transactions. The Members recognize that due to the wide range of communications activities that AT&T PCS and CBW, and their respective Affiliates engage in, and the presence in Cincinnati of CBW and its Affiliates, there will be numerous occasions of Conflict Transactions. All Conflict Transactions, regardless of whether approved by the Member Committee, shall be on terms no less favorable to the Company than would be available to the Company in an arm's length transaction with an unrelated party and the Company shall not engage in any such Transaction if it would not have engaged in it with such an unrelated party.
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Conflict Transactions. 34 6.8 Other Business; Duties; Etc................................................. 34 6.9
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Conflict Transactions. Any amendment, modification or waiver of any provision of this Agreement, any approval by the Company of any exception to any provision of this Agreement and any transaction between, on the one hand, the Company or any of its Affiliates and, on the other hand, London, the Shareholders or any of their Affiliates, shall require the approval of the Conflicts Committee of the Board, which shall consist solely of Non-Employee Public Designees.
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Conflict Transactions. The Members recognize that due to the wide range of communications activities that AT&T PCS and CBW, and their respective Affiliates engage in, and the presence in Cincinnati of CBW and its Affiliates, there will be numerous occasions of Conflict Transactions. All Conflict Transactions, regardless of whether approved by the Member Committee, shall be on terms no less favorable to the Company (and the Company shall not grant terms to any Member Group or its Affiliates on terms more favorable to such Member Group of Affiliate) than would be available to or from the Company in an arm’s length transaction with an unrelated party and the Company shall not engage in any such Transaction if it would not have engaged in it with such an unrelated party. 12. Effective upon the Consummation, Section 6.8 is deleted in its entirety and replaced with the following: (a) The Members and any Person affiliated with any of the Members may engage in or possess an interest in other business ventures in which the Company is not a party, and may engage in any other activities, of every kind and description, (whether or not competitive with the business of the Company or otherwise affecting the Company), independently or with others in which the Company is not a party, and shall owe no duty or liability to the Company, its Members or their Affiliates in connection therewith except as expressly set forth in this Agreement. 13. Effective upon the Consummation, Section 6.9 is deleted in its entirety and replaced with “Intentionally Deleted.” 14. Effective upon the Consummation, Section 6.10 is amended by changing the CBW Member Group First Tier Executive to Nxxx Xxxxxx. 15. Effective upon the Consummation, Sections 6.11(c), (d), (f) and (g) are deleted in their entirety and replaced with the following:
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Conflict Transactions. The Board shall revise its “Principles of Corporate Governance” as follows: Section I. V.E. shall be amended to add that: “Notwithstanding the foregoing, any proposed transaction between the Company and any officer or director (other than matters related to employment and compensation) shall be submitted to the Audit Committee in advance for review and consideration at a meeting of the Audit Committee, which will be documented in dated meeting minutes.” See Exhibit G, Revised Principles of Corporate Governance.
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Conflict Transactions. Any contract or other transaction between the Company and any Member or Manager, or any Affiliate of the Member or Manager, including any contract or other transaction that may violate a fiduciary duty or standard of care required under the Act (a "Conflict Transaction"), shall be valid for all purposes if: (i) the material facts of the transaction and the Member's, Manager's, or Affiliate's interest were disclosed or known to the Managers, and the transaction is approved or ratified by a majority in number of the Managers who have no interest in the Conflict Transaction, notwithstanding the fact that such majority may not constitute a majority of the total number of Managers; or (ii) the material facts of the transaction and the Member's, Manager's, or Affiliate's interest were disclosed or known to the Members, and the transaction was approved or ratified by a Majority in Interest of the Members; or (iii) the transaction was fair to the Company. This Section shall not be construed to require authorization, ratification, or approval by the Members of any Conflict Transaction or invalidate any Conflict Transaction that would otherwise be valid under common and statutory law applicable thereto.
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Related to Conflict Transactions

  • Conflict Between Documents This Note and, unless otherwise provided in any other Loan Document, the other Loan Documents shall be governed by and construed under the laws of the state named in Bank's address on the first page hereof without regard to that state's conflict of laws principles. If the terms of this Note should conflict with the terms of any loan agreement or any commitment letter that survives closing, the terms of this Note shall control.

  • Conflict of Interests The beneficiary undertakes to take all the necessary measures to prevent any risk of conflicts of interests which could affect the impartial and objective performance of the agreement. Such conflict of interests could arise in particular as a result of economic interest, political or national affinity, family or emotional reasons, or any other shared interest. Any situation constituting or likely to lead to a conflict of interests during the performance of the agreement must be brought to the attention of the Commission, in writing, without delay. The beneficiary shall undertake to take whatever steps are necessary to rectify this situation at once. The Commission reserves the right to check that the measures taken are appropriate and may demand that the beneficiary take additional measures, if necessary, within a certain time.

  • Conflict with LOC Documents In the event of any conflict between this Credit Agreement and any LOC Document (including any letter of credit application), this Credit Agreement shall control.

  • Conflict of Terms Except as otherwise provided in this Agreement or any of the other Loan Documents by specific reference to the applicable provisions of this Agreement, if any provision contained in this Agreement conflicts with any provision in any of the other Loan Documents, the provision contained in this Agreement shall govern and control.

  • Conflict Waiver The Pledgor hereby acknowledges that the Escrow Agent is general counsel to the Pledgee, a partner in the general partner of the Pledgee, and counsel to the Pledgee in connection with the transactions contemplated and referred herein. The Pledgor agrees that in the event of any dispute arising in connection with this Agreement or otherwise in connection with any transaction or agreement contemplated and referred herein, the Escrow Agent shall be permitted to continue to represent the Pledgee and the Pledgor will not seek to disqualify such counsel and waives any objection Pledgor might have with respect to the Escrow Agent acting as the Escrow Agent pursuant to this Agreement.

  • Conflict in Provisions To the extent that any provisions of this Article VIII shall conflict with the provisions of Articles IV, V and/or VII, the provisions of this Article VIII shall govern.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Conflict of Law In the event that any of the terms or conditions of this Agreement are contrary to or unenforceable by reason of any law or governmental decision, ruling or regulation, such terms or conditions shall be deemed to be severed from this Agreement, and the illegality or unenforceability thereof shall not in any manner affect or impair any other terms or conditions of this Agreement.

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