Other Activities of Members. (a) Subject to the terms and conditions of any other written agreement to the contrary, any Member (other than a Member which initially became a Member through receiving Class B Units or other interests in the Company pursuant to an equity incentive plan (including the Incentive Plan)), any Person employed by, related to or in any way Affiliated with any such Member (excluding, for the avoidance of doubt, any Officer or employee of the Company or any Company Subsidiary), Director, Alternate Director, or Board Observer (other than the CEO) (the “Permitted Persons”) may: (i) have business interests and engage in business activities in addition to those relating to the Company or any Company Subsidiary; and (ii) engage in any lawful business or trade, profession, employment or activity whatsoever, regardless of whether any such activity actually or potentially competes, directly or indirectly, with the business or activities of the Company or any Company Subsidiary in each case for its own account, or in partnership or participation with, or as an employee, officer, director, stockholder, member, manager, trustee, general or limited partner, agent or representative of, any other Person, and no Permitted Person shall be required to devote its entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company or any of Company Subsidiary. Without limiting the generality of the foregoing, but subject to any other written agreement to which a Permitted Person may be party, each Permitted Person may (A) engage in the same or similar activities or lines of business as the Company or any Company Subsidiary or develop or market any products or services that actually or potentially compete, directly or indirectly, with those of the Company or any Company Subsidiary, (B) invest or own any interest in, or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or any Company Subsidiary and (C) do business with any client or customer of the Company or any Company Subsidiary. Neither the Company, any Company Subsidiary, any Permitted Person nor any Affiliate of any of the foregoing Persons, by virtue of this Agreement, shall have any rights in and to any such independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of its relationship with the Company or any Company Subsidiary. (b) No Permitted Person shall have any obligation hereunder to present any business opportunity to the Company or any Company Subsidiary, even if the opportunity is one that the Company or a Company Subsidiary might reasonably have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, and no Permitted Person shall be liable to the Company or any Company Subsidiary, any Member (or any Affiliate thereof) or any other Person for breach of any fiduciary or other duty relating to the Company or any Company Subsidiary (whether imposed by Applicable Law or otherwise), solely by reason of the fact that the Permitted Person pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or any Company Subsidiary. (c) Any repeal or modification of this Section 11.2 shall not adversely affect any right or protection of any Permitted Person existing prior to such repeal or modification. (d) Subject to the terms of any other written agreement by any Member to the contrary, neither the Company, any Company Subsidiary, nor any other Member shall have any rights by virtue of this Agreement in any business interests or activities of any Member. (e) Nothing in this Section 11.2 shall limit or otherwise prejudice any contractual rights the Company or any Company Subsidiary may have or obtain against any Person, or any director, officer or employee of any such Person.
Appears in 6 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Other Activities of Members. (a) Subject to the terms and conditions of any other written agreement to the contrary, any Member (other than a Member which initially became a Member through receiving Class B Units or other interests in the Company pursuant to an equity incentive plan (including the Incentive Plan)), any Person employed by, related to or in any way Affiliated with any such Member (excluding, for the avoidance of doubt, any Officer or employee of the Company or any Company Subsidiary), Director, Alternate Director, or Board Observer (other than the CEO) (the “Permitted Persons”) may:
(i) have business interests and engage in business activities in addition to those relating to the Company or any Company Subsidiary; and
(ii) engage in any lawful business or trade, profession, employment or activity whatsoever, regardless of whether any such activity actually or potentially competes, directly or indirectly, with the business or activities of the Company or any Company Subsidiary in each case for its own account, or in partnership or participation with, or as an employee, officer, director, stockholder, member, manager, trustee, general or limited partner, agent or representative of, any other Person, and no Permitted Person shall be required to devote its entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company or any of Company Subsidiary. Without limiting the generality of the foregoing, but subject to any other written agreement to which a Permitted Person may be party, each Permitted Person may (A) engage in the same or similar activities or lines of business as the Company or any Company Subsidiary or develop or market any products or services that actually or potentially compete, directly or indirectly, with those of the Company or any Company Subsidiary, (B) invest or own any interest in, or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or any Company Subsidiary and (C) do business with any client or customer of the Company or any Company Subsidiary. Neither the Company, any Company Subsidiary, any Permitted Person nor any Affiliate of any of the foregoing Persons, by virtue of this Agreement, shall have any rights in and to any such independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of its relationship with the Company or any Company Subsidiary.
(b) No Permitted Person shall have any obligation hereunder to present any business opportunity to the Company or any Company Subsidiary, even if the opportunity is one that the Company or a Company Subsidiary might reasonably have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, and no Permitted Person shall be liable to the Company or any Company Subsidiary, any Member (or any Affiliate thereof) or any other Person for breach of any fiduciary or other duty relating to the Company or any Company Subsidiary (whether imposed by Applicable Law or otherwise), solely by reason of the fact that the Permitted Person pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or any Company Subsidiary.
(c) Any repeal or modification of this Section 11.2 shall not adversely affect any right or protection of any Permitted Person existing prior to such repeal or modification.
(d) Subject to the terms of any other written agreement by any Member to the contrary, neither the Company, any Company Subsidiary, nor any other Member shall have any rights by virtue of this Agreement in any business interests or activities of any Member.
(e) Nothing in this Section 11.2 shall limit or otherwise prejudice any contractual rights the Company or any Company Subsidiary may have or obtain against any Person, or any director, officer or employee of any such Person.or
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
