Interested Transactions. An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.
Interested Transactions. (a) No contract or transaction between the Company and one or more of the Board Members or officers, or between the Company and any other company, partnership, association, or other organization in which one or more of the Board Members or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Board Member or officer is present at or participates in the meeting of the Board of Managers which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:
(i) The material facts as to such Board Member’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Managers, and the Board of Managers in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Board Members, even though the disinterested Board Members be less than a quorum; or
(ii) The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Managers.
(b) Common or interested Board Members may be counted in determining the presence of a quorum at a meeting of the Board of Managers which authorizes the contract or transaction.
Interested Transactions. (a) No contract or transaction between the Company and one or more of the Managers or officers, or between the Company and any other company, partnership, association, or other organization in which one or more of the Managers or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Manager or officer is present at or participates in the meeting of the Board of Managers which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:
(i) The material facts as to such Manager’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Managers, and the Board of Managers in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Managers, even though the disinterested Mangers be less than a quorum; or
(ii) The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Managers.
(b) Common or interested Managers may be counted in determining the presence of a quorum at a meeting of the Board of Managers which authorizes the contract or transaction.
Interested Transactions. To the fullest extent permitted by law, no member of the Board of Managers shall be deemed to have breached his duty of loyalty to the Company or the Members (and such member of the Board of Managers shall not be liable to the Company or to the Members for breach of any duty of loyalty or analogous duty) with respect to any action or inaction in connection with or relating to any transaction that was approved in accordance with Section 6.11.
Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Managers or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or one or more Managers or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, any Manager or officer is present at or participates in the meeting of the Manager or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.
Interested Transactions. A Manager Indemnitee or a Company ----------------------- Indemnitee, as applicable, will not be denied indemnification in whole or in part under this Section 10 solely because such Indemnitee had an interest in the transaction with respect to which the Indemnification applies if this transaction was otherwise permitted by the terms of this Agreement.
Interested Transactions. A Covered Person shall not be denied indemnification in whole or in part under this Section 7.7 because the Covered Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.
Interested Transactions. If the Company has actual knowledge that an Investor or one of its Affiliates is party to a transaction with the Company that requires the consent of the holders of Series A Preferred Stock (as a class) under any of the Transaction Documents, the vote or consent of holders of a majority of the shares of Series A Preferred Stock who are not, and whose Affiliates are not, a party to the transaction upon which the vote is being taken shall be required to approve such transaction; provided that the foregoing shall not apply to any transaction in which all Investors are party.
Interested Transactions. 35 (h) Binding Effect.................................................. 35 Section 7.8 Liability of the General Partner....................................... 36 (a) General......................................................... 36 (b) No Obligation to Consider Interests of Limited Partners......... 36 (c) Acts of Agents.................................................. 36 (d) Effect of Amendment............................................. 36 (e) Limitation of Liability of Shareholders and Officers of the General Partner.......................................... 36 Section 7.9 Other Matters Concerning the General Partner........................... 37 (a) Reliance on Documents........................................... 37 (b) Reliance on Consultants and Advisers............................ 37 (c) Action Through Officers and Attorneys........................... 37 (d) Actions to Maintain REIT Status or Avoid Taxation of General Partner............................................. 37 Section 7.10 Title to Partnership Assets............................................ 37 Section 7.11 Reliance by Third Parties.............................................. 38 Section 7.12 UBTI................................................................... 38
Interested Transactions. Traxys will have a right of first refusal (the “Traxys Right of First Refusal”) to match the terms of any proposed third party marketing agreement with the Corporation or any subsidiary of the Corporation (other than third party marketing arrangements with Sumikin Molycorp, Inc., Sumitomo Metal Industries, Ltd. or any of their respective subsidiaries), which shall remain in effect until the earlier of (i) September 30, 2018, (ii) the date upon which Traxys is no longer a Stockholder and (iii) the Initial Public Offering, at which time the Traxys Right of First Refusal shall terminate. The approval of the Stockholders will not be required for the Corporation or any subsidiary of the Corporation to enter into a marketing agreement with Traxys pursuant to the Traxys Right of First Refusal and the procedures set forth in this Section 13(b). For the duration of the period of the Traxys Right of First Refusal, such right shall be effected as follows:
(i) If the Corporation or any subsidiary of the Corporation has entered into negotiations and proposes to enter into a third party marketing agreement (other than agreements with Sumikin Molycorp, Inc., Sumitomo Metal Industries, Ltd. or any of their respective subsidiaries), the Corporation shall first deliver written notice of its desire to do so (the “Marketing Agreement Notice”) to Traxys, which notice shall specify (A) the Corporation’s or such subsidiary’s bona fide intention to enter such marketing agreement, (B) the identity of such third party and (C) the material terms and conditions of the proposed marketing agreement, including, if it is in existence, the latest draft of such marketing agreement (the “Third Party MA”).
(ii) Traxys shall then have the option to enter into a marketing agreement with the Corporation or such subsidiary in lieu of the Third Party MA on the material terms and conditions set forth in the Marketing Agreement Notice or on terms and conditions more favorable to the Corporation or such subsidiary. Traxys must exercise such option if it so desires, no later than ten (10) calendar days after the Marketing Agreement Notice has been delivered to Traxys (the “Traxys Option Period”), by written notice to the Corporation. If Traxys so exercises such option, the Corporation or such subsidiary and Traxys will then prepare and execute a marketing agreement on the terms and conditions set forth in the Third Party MA as soon as reasonably practicable thereafter. If Traxys fails to provide such...
