Common use of Outside Activities of Members Clause in Contracts

Outside Activities of Members. Subject to any agreements entered into pursuant to Section 7.6 and any other agreements entered into by a Member or any of its Affiliates with the Managing Member, the Company or any Subsidiary of the Company (including, without limitation, any employment agreement), any Member (other than Investor) and any Assignee, officer, director, employee, agent, representative, trustee, Affiliate, manager, member or stockholder of any such Member, and any stockholder of Investor, shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities that are in direct or indirect competition with the Company or that are enhanced by the activities of the Company. Neither the Company nor any Member shall have any rights by virtue of this Agreement in any business ventures of any Member (other than Investor) or Assignee. Subject to such agreements, none of the Members nor any other Person shall have any rights by virtue of this Agreement in any business ventures of any other Person (other than the Investor to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 and any other agreements entered into by a Member or its Affiliates with the Managing Member, the Company or any Subsidiary of the Company, to offer any interest in any such business ventures to the Company, any Member, or any such other Person, even if such opportunity is of a character that, if presented to the Company, any Member or such other Person, could be taken by such Person.

Appears in 1 contract

Samples: Investment Agreement (Easterly Acquisition Corp.)

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Outside Activities of Members. Subject to any agreements entered into pursuant to Section 7.6 9.6 and any other agreements entered into by a Member or any of its Affiliates with the Company or its Affiliates, the Managing Member, the Company or any Subsidiary of the Company (including, without limitation, any employment agreement), any Member (other than Investor) and any Assignee, officer, director, employee, agent, representative, trustee, Affiliate, manager, member or stockholder shareholder of the Managing Member or any such Member, and any stockholder of Investor, Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities that are in direct or indirect competition with the Company or that are enhanced by the activities of the Company. Neither the Company nor any Member shall have any rights by virtue of this Agreement in any business ventures or opportunities of the Managing Member, any Member (other than Investor) or Assignee. Subject to such agreements, none of the Members nor any other Person shall have any rights by virtue of this Agreement or the company relationship established hereby in any business ventures or opportunities of any other Person (other than the Investor to the extent expressly provided herein)other, and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 and any other agreements entered into by a Member or its Affiliates with the Managing Member, the Company or any Subsidiary of the CompanyAffiliate thereof, to offer any interest in any such business ventures or opportunities to the Company, any Member, Member or any such other Person, even if such opportunity is of a character that, if presented to the Company, any Member or such other Person, could be taken by such Person.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Istar Inc.)

Outside Activities of Members. Subject to any agreements entered into pursuant to Section 7.6 9.8 and any other agreements entered into by a Member or any of its Affiliates with the Managing Member, the Company or any Subsidiary of the Company (including, without limitationits Affiliates, any employment agreement), any Member (other than Investor) and any AssigneeMember, officer, director, employee, agent, representative, trustee, Affiliate, manager, member or stockholder shareholder of any such Member, and any stockholder of Investor, Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities that are in direct or indirect competition with the Company or that are enhanced by the activities of the Company. Neither the Company nor any Member shall have any rights by virtue of this Agreement in any business ventures or opportunities of any Member (other than Investor) or AssigneeMember. Subject to such agreements, none of the Members nor any other Person shall have any rights by virtue of this Agreement or the company relationship established hereby in any business ventures or opportunities of any other Person (other than the Investor to the extent expressly provided herein)other, and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 and any other agreements entered into by a Member or its Affiliates with the Managing Member, the Company or any Subsidiary of the CompanyAffiliate thereof, to offer any interest in any such business ventures or opportunities to the Company, any Member, Member or any such other Person, even if such opportunity is of a character that, if presented to the Company, any Member or such other Person, could be taken by such Person.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Istar Inc.)

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Outside Activities of Members. Subject to any agreements entered into pursuant to Section 7.6 and any other agreements entered into by a Member or any of its Affiliates with the Managing MemberMembers, the Company or any a Subsidiary of the Company (including, without limitation, any employment agreement), any Member (other than Investor) and any Assignee, officer, director, employee, agent, representative, trustee, Affiliate, manager, member Affiliate or stockholder shareholder of any such Member, and any stockholder of Investor, Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities that are in direct or indirect competition with the Company 44 49 or that are enhanced by the activities of the Company. Neither the Company nor any Member shall have any rights by virtue of this Agreement in any business ventures of any Member (other than Investor) or Assignee. Subject to such agreements, none of the Members nor any other Person shall have any rights by virtue of this Agreement or the relationship established hereby in any business ventures of any other Person (other than the Investor Managing Members, to the extent expressly provided herein), and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.6 and any other agreements entered into by a Member or its Affiliates with the Managing MemberMembers, the Company or any Subsidiary of the Companya Subsidiary, to offer any interest in any such business ventures to the Company, any Member, Member or any such other Person, even if such opportunity is of a character that, if presented to the Company, any Member or such other Person, could be taken by such Person.

Appears in 1 contract

Samples: Operating Agreement (Pan Pacific Retail Properties Inc)

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