New Opportunities Sample Clauses

New Opportunities. (a) If an Owner or the Manager becomes aware of a potential New Opportunity, it must provide as soon as reasonably practicable notice to: (i) in the case of a New Opportunity in respect of which an Owner has provided notice, the Manager and the other Owner; or (ii) in the case of a New Opportunity in respect of which the Manager has provided notice, each Owner. (b) The Manager must progress the proposal to acquire that New Opportunity (including negotiating the terms of that proposal with third parties) * * * (f) an Owners’ Council meeting will be convened to determine whether the New Opportunity the subject of the New Opportunity Notice will proceed as part of WA Iron Ore JV. * * * (g) If: (i) the Owners’ Council votes in favour of proceeding with the New Opportunity, paragraph (i) will apply; or (ii) the Owners’ Council does not vote in favour of proceeding with the New Opportunity, the New Opportunity will not proceed as part of the WA Iron Ore JV, and the Owner that voted in favour of proceeding with the New Opportunity (the Sole Funding Party) * * * elect by notice to the other Owner and to the West Australian Iron Ore Production Joint Venture Agreement * * * Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission Manager to proceed with the New Opportunity outside the WA Iron Ore JV (a Sole Risk Opportunity). (i) If the Owners’ Council agrees to proceed with the New Opportunity as part of the WA Iron Ore JV: (i) the New Opportunity will proceed as part of the WA Iron Ore JV;
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New Opportunities. 29.2.1 If a Shareholder (or any of its Associated Companies which it Controls) proposes to, or receives any proposal to, directly or indirectly, pursue, acquire or invest in any business in the Other Areas which (or a part of which): (a) is of the same or similar type to the Business; or (b) is or is likely to be in competition with any part of the Business during the Restricted Period (a “New Opportunity”) the Shareholder shall, as soon as is reasonably practicable and in any event before entering into any substantive negotiations relating to the New Opportunity, give written notice to the Company and the chief executive officer of the Group (“CEO”) of the New Opportunity, together with all relevant and material facts, including terms proposed and the time period within which to respond to avail of the New Opportunity, that such Shareholder (or its affiliate) is aware of (the “New Opportunity Notice”). 29.2.2 Subject to Clause 29.5, no Shareholder (or any of its Associated Companies which it Controls) shall pay or commit to pay any capital expenditure or make any other form of acquisition or investment in relation to such New Opportunity until the earlier of: (i) the Company rejecting the New Opportunity within 30 Business Days (or shorter period, if the New Opportunity is available for a shorter period) (“New Opportunity Period”); (ii) the Company failing to approve the New Opportunity within the New Opportunity Period; or (iii) the Company approving the New Opportunity in the New Opportunity Period but subsequently rejecting it. 29.2.3 Upon the occurrence of any event set out under Clause 29.2.2 (i) to (iii), the Shareholder (or its relevant Associated Company) that notified the Company of such New Opportunity (the “Presenting Shareholder”) shall be free to proceed on its own with such New Opportunity at its sole cost, risk and expense, save where: (i) the CEO has expressed to the Board that it would be in the best interests of the Company to pursue the New Opportunity; and (ii) but for any vote(s) against the New Opportunity at the Board by the Directors appointed by the Presenting Shareholder, the New Opportunity would have been approved by the Company.
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New Opportunities. 5.5.1. The Parties agree that either of Loop and Ester may source and identify potential business opportunities to expand the Depolymerization Business which could inter alia include proposals for setting up/acquisition of manufacturing facilities within the Manufacturing Territory (“Business Opportunity”). Further, each of Ester and Loop agree that unless otherwise agreed to between Ester and Loop, all Business Opportunities shall be undertaken by the JVCo; 5.5.2. All such Business Opportunities shall be referred by either of Loop and Exxxx, as the case may be (the “Referring Party” and the other being referred to as the “Non-Referring Party”) to the Board in writing; 5.5.3. In relation to each such Business Opportunity, the Referring Party shall provide to the Board and to the non-Referring Party, the following minimum information: (i) the nature and background to the Business Opportunity, the investment proposition any related relevant information (including any investment timetable); (ii) the due diligence performed and/or to be performed; (iii) the initial and future capital requirements of the Business Opportunity; (iv) the projected internal rate of return of the Business Opportunity; (v) any proposed external financing requirements; (vi) confirmation that the Business Opportunity can be undertaken solely through the internal accruals of the JVCo and/or through the third-party financing by the JVCo without any recourse to the Shareholders whether by way of guarantee, debt, or equity; and (vii) confirmation that the Business Opportunity will not have an adversarial impact on the Business of the JVCo, including the Referring Parties(ies) obligations under the respective Ancillary Agreements. 5.5.4. While considering the Business Opportunity, the Board shall have the right to seek reasonable clarifications that it may deem fit from the Referring Party. In the event such clarifications are sought, the Referring Party shall make best endeavours to respond fairly and accurately as soon as practically possible. 5.5.5. Where the Board has approved the pursuance of a Business Opportunity, the JVCo and the Shareholders shall undertake all reasonable endeavors to implement such Business Opportunity (with such modifications as may be approved by the Board) in a timely and efficient manner. 5.5.6. If the Non-Referring Party disagrees on undertaking the Business Opportunity based on prevalent market conditions, the business case and commercial viability for such ...
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New Opportunities. Grant Brothers shall consider new opportunities for the Business that would complement the Business (including the identification of potential acquisitions and the making of introductions to potential acquisitions). Grant Brothers shall communicate the result of such considerations in a timely manner to Grant Auto from time to time. To this end, Grant Brothers shall cause its Chief Operating Officer and its Vice President, Finance to devote at least 15% of their time to the foregoing duties. Grant Auto shall reimburse Grant Brothers for all reasonably incurred costs directly attributable to the identification of potential acquisitions and the making of introductions to potential acquisitions, such as travel and other similar out-of-pocket expenses.
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New Opportunities. 3.2.1 If any Shareholder or any of its Associated Companies identifies or becomes aware of any opportunity relevant to the Business or the greater casino business in Cyprus, then such Shareholder shall, as soon as reasonably practicable (and before any material negotiations commence with any third party), notify the Board in writing with reasonable details as to the nature of the opportunity (the “New Opportunity”). 3.2.2 If the Board approves the New Opportunity, then the Parties shall procure that the Group Companies shall use reasonable endeavours to implement the New Opportunity. 3.2.3 If the Board does not approve or fails to act on the New Opportunity within one month of receiving notice of it pursuant to Clause 3.2.1, the Shareholder that notified the Board of such New Opportunity shall be free to proceed on its own with such New Opportunity at its sole cost, risk and expense.
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New Opportunities. During the term of this Agreement, Artesyn will enjoy preferred status with respect to e-Power's new products, technologies and ownership investment opportunities relating to or arising from the Products. e-Power will provide Artesyn with reasonable advance notification and advantageous consideration of such products, technologies and opportunities. Nothing in this Agreement shall prevent e-Power from accepting business opportunities in developing external power supplies in other power ranges than those represented in the Products.
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New Opportunities. During the Transition Period, you shall be permitted to explore future employment opportunities, including doing preliminary work on new business opportunities, which are intended to begin following the Separation Date, provided that you do not receive any compensation during the Transition Period for any such activities or become an employee of any person or entity other than The Hartford during the Transition Period. Section 9(a) of the 2006 Employment Agreement or any similar provision in any other agreement with The Hartford (including without limitation in any equity grants or benefit plans) shall not apply to such activities.
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New Opportunities. In the event that, during the Milestone Periods, any opportunity arises that could reasonably be allocated either to a business unit of Buyer or any of its Affiliates, on the one hand, or the Business, on the other hand, Buyer will give due consideration to the interests of Seller in achieving the full Milestone Payments and will allocate the opportunity in a manner 8
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Related to New Opportunities

  • Training Opportunities The requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u ("Section 3"), requiring that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the areas of the project. Borrower agrees to include the following language in all subcontracts executed under this HOME/HOPWA Regulatory Agreement: (1) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u. The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. (2) The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. (3) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause; and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference; shall set forth minimum number and job titles subject to hire; availability of apprenticeship and training positions; the qualifications for each; the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (4) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. (5) The contractor will certify that any vacant employment positions, including training positions, that are filled (A) after the contractor is selected but before the contract is executed, and (B) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 C.F.R. Part 135. (6) Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. (7) With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b).

  • Opportunities During his employment with the Company, and for one year thereafter, Executive shall not take any action which might divert from the Company any opportunity learned about by him during his employment with the Company (including without limitation during the Employment Term) which would be within the scope of any of the businesses then engaged in or planned to be engaged in by the Company.

  • Business Opportunities Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

  • Freedom to Pursue Opportunities The Parties expressly acknowledge and agree that: (i) Sponsor and each Sponsor Director (and each Affiliate thereof) has the right to, and shall not have any duty (contractual or otherwise) to (and none of the following shall be deemed to be wrongful or improper), (x) directly or indirectly engage in the same or similar business activities or lines of business as the Parent Parties or any of their respective Subsidiaries, including those deemed to be competing with the Parent Parties or any of their respective Subsidiaries, or (y) directly or indirectly do business with any client or customer of the Parent Parties or any of their respective Subsidiaries; and (ii) in the event that Sponsor or a Sponsor Director (or any Affiliate thereof) acquires knowledge of a potential transaction or matter that may be an opportunity for the Parent Parties or any of their respective Subsidiaries and Sponsor or any other Person, Sponsor and such Sponsor Director (and any such Affiliate) shall not have any duty (contractual or otherwise) to communicate or present such opportunity to the Parent Parties or any of their respective Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Parent Parties, their respective Subsidiaries or their respective Affiliates or equity holders for breach of any duty (contractual or otherwise) by reason of the fact that Sponsor or such Sponsor Director (or such Affiliate thereof), directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Parent Parties or any of their respective Subsidiaries; provided, that any such business, activity or transaction described in this Section 4.14 is not the direct result of Sponsor, its Affiliates or a Sponsor Director using Confidential Information in violation of Section 3.3 hereof. Notwithstanding anything to the contrary contained in this Section 4.14, any Sponsor Director may be excluded, by the members of the Board who are not Sponsor Directors, from any discussion or vote on matters in accordance with a conflicts of interest policy of the Board that is adopted by the Board in good faith and is applicable to all of the members of the Board.

  • Corporate Opportunities Subject to Section 6.08 and Section 7.01(c) with respect to the Manager: (a) In no event shall any Member be liable to the Company, any Subsidiary of the Company or to any party hereto for breaches of fiduciary or other similar duties by virtue of the fact that such Person fails to bring a business opportunity to the attention of the Company or any Subsidiary of the Company or presents a business opportunity to a Member or an Affiliate of a Member (rather than, or in addition to, presenting such opportunity to the Company). This Section 7.02 shall not apply to any Member who is an employee of the Corporation or any Subsidiary of the Corporation (including the Company and the Subsidiaries of the Company). (b) Without limiting the generality of the foregoing, the Members expressly acknowledge and agree that (i) each Member and its Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with, or ownership of, entities engaged in the same or a similar business to the business conducted by the Company and its Subsidiaries, and in related businesses other than through the Company and its Subsidiaries (an “Other Business”), (ii) each Member or its Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiaries, (iii) no Member or its Affiliates will be prohibited by virtue of their investment in the Company and its Subsidiaries from pursuing and engaging in any such activities, (iv) no Member or its Affiliates will be obligated to inform the Company of any such opportunity, relationship or investment, (v) the other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of a Member or its Affiliates, (vi) the Members expressly waive, to the fullest extent permitted by applicable Law, any rights to assert any claim that such involvement breaches any duty owed to any Member, or the Company or its Subsidiaries or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Company or its Subsidiaries and (vii) nothing contained herein shall limit, prohibit or restrict any Member or any of its Affiliates from serving on the board of directors or other governing body or committee of any Other Business. This Section 7.02(b) shall not apply to the Corporation or any Member who is an employee of the Corporation or any Subsidiary of the Corporation (including the Company and the Subsidiaries of the Company).

  • Other Business Opportunities The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company. Neither the Member or any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by it. Neither the Company nor any person or entity affiliated with the Company shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.

  • Equal Opportunities To ensure that all volunteers are dealt with in accordance with our equal opportunities policy, a copy of which is set out in the Volunteers Handbook.

  • Investment Opportunities To the fullest extent permitted by applicable law, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Member, any of their respective Affiliates, or any of their respective officers, directors, agents, shareholders, members, managers and partners (each, a “Business Opportunities Exempt Party”). The Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Business Opportunities Exempt Party. No Business Opportunities Exempt Party who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company or any of its subsidiaries shall have any duty to communicate or offer such opportunity to the Company. No amendment or repeal of this Section 8.4 shall apply to or have any effect on the liability or alleged liability of any Business Opportunities Exempt Party for or with respect to any opportunities of which any such Business Opportunities Exempt Party becomes aware prior to such amendment or repeal. Any Person purchasing or otherwise acquiring any interest in any Units shall be deemed to have notice of and consented to the provisions of this Section 8.4. Neither the alteration, amendment or repeal of this Section 8.4, nor the adoption of any provision of this Agreement inconsistent with this Section 8.4, shall eliminate or reduce the effect of this Section 8.4 in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Section 8.4, would accrue or arise, prior to such alteration, amendment, repeal or adoption.

  • EMPLOYMENT OPPORTUNITIES The Personnel Department will mail to the Association copies of all recruitment bulletins. Tentative examination bulletins approved by the Head of the Examining Division of the Personnel Department will be mailed two (2) calendar days prior to the date that said bulletins are scheduled to be approved by the Civil Service Commission.

  • Interviewing Opportunity A representative of the Union or Xxxxxxx shall be given an opportunity to interview each new Employee within regular working hours, without loss of pay, for a maximum of thirty (30) minutes during the first month of employment for the purpose of acquainting the new Employee with the benefits and duties of Union membership and its responsibilities and obligations to the Employer and the Union.

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