New Ventures Sample Clauses

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 000 Xxxxx Xx. 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.
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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.
Sample 1
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).
Sample 1
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
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New Ventures. Customer shall not be permitted to obtain a WCMA Loan to acquire any additional entities or open any expansion location.
Sample 1
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
Sample 1
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.
Sample 1
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Related to New Ventures

  • Other Ventures The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

  • Joint Ventures The joint venture or partnership arrangements in which the Company or the Partnership is a co-venturer or general partner which are established to acquire or hold Assets.

  • Other Business Ventures The Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, the Executive may own, directly or indirectly, up to 5% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market.

  • Investments; Joint Ventures Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Borrower and its Subsidiaries may make and own Investments in Cash and Cash Equivalents; (ii) Borrower and its Subsidiaries may (a) make and own Investments in any Loan Party, and (b) make and own Investments in any Subsidiaries of Borrower that are not Loan Parties in aggregate amount not to exceed $750,000; (iii) Borrower and its Subsidiaries may make intercompany loans to the extent permitted under subsection 7.1(iv); (iv) Borrower and its Subsidiaries may make Consolidated Capital Expenditures permitted by subsection 7.8; (v) Borrower and its Subsidiaries may continue to own the Investments owned by them as of the Closing Date and described in Schedule 7.3 annexed hereto; (vi) Borrower and its Subsidiaries may make and own Investments in shares of capital stock, evidence of Indebtedness or other security acquired in consideration for or as evidence of past-due or restructured Accounts in an aggregate face amount of such Accounts at any time not to exceed $500,000; (vii) Borrower and its Subsidiaries may make and own Investments in non-cash consideration received in connection with any Asset Sale otherwise permitted hereby; (viii) Borrower and its Subsidiaries may make and own Investments with respect to any obligation to indemnify their respective officers and directors to the fullest extent permitted by the corporation or limited liability company law of the jurisdiction of such Person's organization; (ix) Borrower and its Subsidiaries may make and own Investments in loans and advances (a) to their respective employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $250,000 in the aggregate at any time outstanding, or (b) to their respective employees and to their respective independent sales representatives secured by the pledge of shares of Borrower Common Stock made to finance the purchase by such employees (or representatives) of such stock, not to exceed $1,000,000 in the aggregate at any time outstanding; (x) Borrower and its Subsidiaries may make acquisitions permitted pursuant to subsection 7.7; and (xi) Borrower and its Subsidiaries may sell inventory on credit in the ordinary course of business.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which is a Regulated Entity, (ii) any Subsidiary which is an Inactive Subsidiary of the Borrower, (iii) Conserve to Preserve Foundation, a non-profit corporation organized under the laws of the State of New Jersey, (iv) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date, (v) any Project Subsidiary, and (vi) any Subsidiary formed after the Closing Date which joins this Agreement as a Guarantor pursuant to Section 11.19 [Joinder of Guarantors]. Each of the Loan Parties shall not become or agree to (1) become a general or limited partner in any general or limited partnership, except that the Loan Parties may be general or limited partners in other Loan Parties, (2) become a member or manager of, or hold a limited liability company interest in, a limited liability company, except that the Loan Parties may be members or managers of, or hold limited liability company interests in, other Loan Parties, or (3) become a joint venturer or hold a joint venture interest in any joint venture, except in each case in respect of a Permitted Related Business Opportunity.

  • Subsidiaries; Joint Ventures Schedule 4.12 contains a complete and accurate list of (a) all Subsidiaries of the Borrower, including, with respect to each Subsidiary, (i) its state of incorporation, (ii) all jurisdictions (if any) in which it is qualified as a foreign corporation, foreign limited liability company or foreign limited partnership, as applicable, (iii) the number of shares of its Capital Stock outstanding, (iv) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary and (v) whether such Subsidiary is a Guarantor or an Unrestricted Subsidiary (and, if it is an Unrestricted Subsidiary, whether it is a Financial Services Subsidiary), and (b) each Joint Venture, including, with respect to each such Joint Venture, (i) its jurisdiction of organization, (ii) all other jurisdictions in which it is qualified as a foreign entity and (iii) the number and percentage of its shares of Capital Stock owned by the Borrower and/or by any other Subsidiary. All the outstanding shares of Capital Stock of each Subsidiary of the Borrower are validly issued, fully paid and nonassessable, except as otherwise provided by state wage claim laws of general applicability. All of the outstanding shares of Capital Stock of each Subsidiary owned by the Borrower or another Subsidiary as specified in Schedule 4.12 are owned free and clear of all Liens, security interests, equity or other beneficial interests, charges and encumbrances of any kind whatsoever, except for Permitted Liens. Neither the Borrower nor any other Loan Party owns of record or beneficially any shares of the Capital Stock or other equity interests of any Subsidiary that is not a Guarantor, except Unrestricted Subsidiaries.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

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