Investments in Target Businesses Sample Clauses

Investments in Target Businesses. (a) Referral of Deals. Pangea will refer to the Company all opportunities for the Company to acquire interests in business enterprises that are or propose to be engaged in businesses relating primarily to the internet, e-commerce and related technologies ("Target Businesses") that any Pangea Affiliate may investigate or otherwise pursue for its own account or for funds with which they are affiliated or other clients where either (i) the minimum amount required to be allocated to the Company pursuant to Section 1(b) would be $1,000,000 or more or (ii) where 50% of the amount of such opportunity could be acquired for no less than $500,000 and such an acquisition would give the Company "control" of the Target Business for purposes of Rule 3a-1(a)(4) under the Investment Company Act of 1940, as amended (the "Investment Company Act"), or any successor rule thereto ("Rule 3a-1(a)(4)"). The referral requirements of this Section 1(a) (the "Referral Requirements") shall not apply to investments in publicly traded securities not offered in a private placement. Any opportunity for the Company to acquire interests in Target Businesses that any Pangea Affiliate may so investigate and that do not fall within the Referral Requirements is referred to as an "Other Opportunity". The Company hereby renounces any interest it may have in any Other Opportunity and renounces any expectancy that any Other Opportunity be offered to it, such that, as a result of such renunciation, any Pangea Affiliate or any officer, director, member or affiliate of any Pangea Affiliate who is also an officer or director of the Company (A) shall have no duty to communicate or present such Other Opportunity to the Company, shall have the right to hold such Other Opportunity for its or its affiliates' (and the respective officers, directors, agents, shareholders, members, partners, or subsidiaries of such affiliates) own account, or to recommend, assign or transfer such Other Opportunity to persons other than the Company and (B) shall not breach any duty it may have to the Company by reason of the fact that such person pursues or acquires such Other Opportunity for itself, directs, assigns or transfers such Other Opportunity to another person, or does not communicate information regarding such Other Opportunity to the Company.
Sample 1
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Investments in Target Businesses 
Sample 1

Related to Investments in Target Businesses

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Investments in Competitors Neither Acquiror nor any shareholder thereof owns directly or indirectly any interests or has any investment in any person that is a competitor of Acquiror or one of the Target Companies.

  • Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.

  • Subsidiaries and Equity Investments (a) Section 3.3 of the Company Disclosure Schedule sets forth (i) the name of each corporation that is a "Significant Subsidiary" (as such term is defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "Commission") (such subsidiaries hereinafter referred to collectively as "Subsidiaries" and individually as a "Subsidiary", and collectively with the Company, the "Companies")), (ii) the name of each corporation, partnership, joint venture or other entity (other than the Subsidiaries) in which any of the Companies has, or pursuant to any agreement has the right or obligation to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of such corporations described in clauses (i) and (ii) above, (A) the jurisdiction of incorporation, (B) the capitalization thereof and the percentage of each class of voting capital stock owned by any of the Companies, (C) a description of any contractual limitations on the holder's ability to vote or alienate such securities, (D) a description of any outstanding options or other rights to acquire securities of such corporation, and (E) a description of any other contractual charge or impediment which would materially limit or impair any of the Companies' ownership of such entity or interest or its ability effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities.

  • Permitted Businesses The business of the Company shall be:

  • Communications with Potential Business Combination Targets Prior to the date hereof, neither the Company nor anyone on its behalf has, and as of the First Closing Date, neither the Company nor anyone on its behalf will have selected any Business Combination target or initiated any substantive discussions, directly or indirectly, with any Business Combination target.

  • Restrictions on Business Activities There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any Company Subsidiary or to which the Company or any Company Subsidiary is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice material to the Company or any Company Subsidiary, any acquisition of property by the Company or any Company Subsidiary or the conduct of business by the Company or any Company Subsidiary as currently conducted.

  • Limitation on Business Activities The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

  • Independent Activities; Transactions With Affiliates The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

  • Investments in Real Estate Make any investment or commitment to invest in real estate or in any real estate development project (other than by way of foreclosure or acquisitions in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, in each case in the ordinary course of business consistent with past practice).

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