New Ventures Sample Clauses
The "New Ventures" clause defines how the parties will handle the creation or involvement in new business opportunities that arise during the course of their relationship. Typically, this clause outlines the process for identifying, evaluating, and potentially sharing ownership or profits from such ventures, and may specify whether both parties must agree to participate or if one party can pursue opportunities independently. Its core function is to prevent disputes by clarifying rights and expectations regarding new business activities that are related to the existing agreement.
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New Ventures. New business ventures are ventures with a business purpose which are more than monthly in nature. For the term of the collective bargaining agreement, all new business ventures which are solely owned and directly managed by the employer from ▇▇▇ ▇▇▇▇▇ ▇▇. will come under the Newspaper Guild collective bargaining agreement if not covered by other unions. Any new business venture shall not be considered "directly managed" if it meets the following criteria: the venture reports to a Northwest Publications Division Director or above, the venture is separately incorporated and the venture has no shared employees below the Division Director level. Paid vendor/supplier relationships are not defined as shared employees. As these ventures do not currently exist, the parties agree that the wages, hours, and other terms and conditions of employment that will apply to these ventures will be negotiated by the parties. The parties to this Agreement recognize that certain new business might require terms and conditions that differ from those contained in this Agreement. Further, the parties to this Agreement recognize the mutual advantage in concluding negotiations for new business ventures in an expeditious manner.
New Ventures. Customer shall not be permitted to obtain a WCMA Loan to acquire any additional entities or open any expansion location.
New Ventures. [a] Each Member will in good faith solicit and offer opportunities in the Sports Business (other than the non-Broadcast TV rights addressed by 14.2) to the Company (or the appropriate Sports Company), to the extent that it is within such Member's control to admit such Person into the opportunity and is consistent with the fiduciary duties, if any, owed by such Member to others. If the Company or a Sports Company rejects the opportunity, the Member proposing the opportunity to the Company or the Sports Company may not pursue such opportunity. No Member will have any obligation to offer an opportunity outside the Sports Business to the Company. [b] Each opportunity of a Member to acquire any interest in a domestic sports team, league, event or participant will be offered to the Company. If the Company rejects such an opportunity and the Member acquires such an interest, the Company will have the right to acquire when first available any non-Broadcast TV rights available therefrom on such terms as the parties may agree or, if they cannot agree, by matching the best offer by a Third Party. If the Members cannot agree on terms and there is no offer by a Third Party, the terms (including rights fees) payable for such non- Broadcast TV rights will be fixed on a Fair Market Value basis, determined by reference to terms of agreements for comparable rights in arms-length transactions between similarly situated
New Ventures. Mergers. Borrower will not (a) enter into any new business activities or ventures not directly related to its current business, or (b) merge or consolidate with or into any other corporation, partnership, limited liability company or other organization, or (c) create or acquire (or cause or permit the creation or acquisition of) any Subsidiary or Affiliate (except the hiring of officers and directors). Notwithstanding the foregoing, Borrower may create or acquire (or cause or permit the creation or acquisition of) one or more wholly-owned Subsidiaries provided that (1) each such Subsidiary (at Lender's sole discretion) becomes a "Borrower," "Guarantor" and/or "Obligor" under the Loan Documents, and (2) a first priority security interest and pledge of 100% of the assets and equity of each such Subsidiary is perfected in favor of Lender as additional Collateral under the Loan Documents (except as otherwise permitted under Section 5.5).
New Ventures. Subject to such exclusivity provisions as may be contained in the Joint Venture Agreements, in order to develop the cooperation between the Parties to the largest desirable extent, in the event that any Shinhan Group entity or BNP Paribas Group entity intends to participate in any New Venture, Shinhan (in the case of a Shinhan Group entity intending to so participate) or BNP Paribas (in the case of BNP Paribas entity intending to so participate), as the case may be (the Offering Party), shall notify the other Party in writing of such proposal (the New Venture Offer) as soon as practicable after entering into discussions with a Proposed New Venture Partner, such notice to contain details of the proposed terms of the New Venture. The other Party shall have the right to elect, by serving a written notice to such effect on the Offering Party within ten (10) days after the receipt of the Offering Party’s notice, to enter into a joint venture or partnership (either itself or through one of its Affiliates) with the Offering Party to engage in the business contemplated by the New Venture. If the other Party so elects within the specified time period, then the other Party or its Affiliate (as the case may be) shall negotiate in good faith with the Offering Party to enter into a Joint Venture Agreement within 30 days (unless extended by mutual agreement) after the service of a written notice to the Offering Party. If the other Party rejects or fails to accept the New Venture Offer or the Parties fail to enter into a Joint Venture Agreement, in each case within the specified time period, the Offering Party shall be entitled to pursue the New Venture with a Proposed New Venture Partner in its sole discretion.
New Ventures. [a] Each Member will in good faith solicit and offer opportunities in the Sports Business (other than the non-Broadcast TV rights addressed by 14.2) to the Company (or the appropriate Sports Company), to the extent that it is within such Member's control to admit such Person into the opportunity and is consistent with the fiduciary duties, if any, owed by such Member to others. If the Company or a Sports Company rejects the opportunity, the Member proposing the opportunity to the Company or the Sports Company may not pursue such opportunity. No Member will have any obligation to offer an opportunity outside the Sports Business to the Company. [b] Each opportunity of a Member to acquire any interest in a domestic sports team, league, event or participant will be offered to the Company. If the Company rejects such an opportunity and the Member acquires such an interest, the Company will have the right to acquire when first available any non-Broadcast TV rights available therefrom on such terms as the parties may agree or, if they cannot agree, by matching the best offer by a Third Party. If the Members cannot agree on terms and there is no offer by a Third Party, the terms (including rights fees) payable for such non- Broadcast TV rights will be fixed on a Fair Market Value basis, determined by reference to terms of agreements for comparable rights in arms-length transactions between similarly situated Persons or, if there are no such agreements, by binding arbitration conducted in accordance with the provisions of 15.3. For purposes of this Agreement, (i) a sports league shall be deemed to be a domestic sports league if a majority of the teams participating therein play a majority of their events in the United States or Canada; (ii) a sports team will be deemed to be a domestic sports team if the league in which it plays the majority of its events is a domestic sports league; (iii) a sports participant will be deemed to be a domestic sports participant if such sports participant is domiciled in the United States or Canada; and (iv) a sports event shall be deemed to be a domestic sports event if either the event takes place within the United States or Canada or a majority of the participants therein are domestic sports teams or domestic sports participants.
New Ventures. Loral shall cause each of the Strategic Participants to be provided a meaningful opportunity to participate in all new business ventures created or materially developed by SS/L and controlled by Loral or a Loral Affiliate. Loral shall provide each Strategic Participant relevant information regarding such opportunity, and will cause the