Outside Businesses Or Opportunities Sample Clauses

Outside Businesses Or Opportunities. Except as set forth in the letter agreement, dated as of the date hereof, between SATH and Scripps relating to SATH’s right to participate in future acquisitions by Scripps of a home shopping network, Scripps or any Affiliate thereof may engage in or possess an interest in any business venture of any nature or description, including, without limitation, any business venture for the exploitation of home shopping programming, content, merchandising, licensing and products and services and all rights in connection therewith in all media and formats now or hereafter devised, including without limitation, magazines, radio programming, conventions and trade shows, independently or with others, which business venture may be the same as, similar to or dissimilar to the business of the Company or Scripps Holding, and may use the words “Shop At Home”; and neither the Company or Scripps Holding, nor any Member of the Company or any shareholder of Scripps Holding, shall have any rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit by Scripps or any such Affiliate of any such venture, even if competitive with the business of the Company or Scripps Holding, shall not be deemed wrongful or improper. Neither Scripps nor any Affiliate thereof shall be obligated to present any particular investment opportunity to the Company or Scripps Holding even if such opportunity is of a character which, if presented to the Company or Scripps Holding, could be taken by the Company or Scripps Holding or which, absent this provision, would have to be presented to the Company or Scripps Holding, and Scripps or any such Affiliate shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment opportunity.
Sample 1
AutoNDA by SimpleDocs
Outside Businesses Or Opportunities. Except as provided below, a Member (including in respect of the Class A Member, Leucadia and its Subsidiaries) or Restricted Affiliate may not engage in or possess an interest in other business ventures independently or with others, which business venture may be the same as or in competition with the business of Company as of April 6, 2006. Notwithstanding the foregoing, Leucadia and its Subsidiaries may invest in or possess (a) a non-controlling interest in any business venture and (b) a controlling interest in any business venture (i) so long as such business venture does not compete with the Company or (ii) if such business venture does compete with the Company, the portion of the business venture which competes with the Company is minor or incidental to that business venture's aggregate business activities, and the Restricted Affiliates may invest in or possess securities in any company whose stock is listed on a national securities exchange or traded in the over-the-counter market so long as in connection with such investments or ownership the amount of such securities is less than five percent (5%) of the voting securities of any such company and the Restricted Affiliate does not actively participate in the management or operations of such company.
Sample 1
Outside Businesses Or Opportunities. (a) Notwithstanding any obligation or duty at law or in equity (including fiduciary duties) and subject to Section 7.3(c), (i) Leucadia (or any Affiliate of Leucadia, including any officer of Leucadia or any Subsidiary thereof serving the Company in any capacity) may engage in or possess an interest in any business venture of any nature or description, independently or with others, which business venture may be the same as, similar to or dissimilar to the business of the Company, and neither the Company nor any Member shall have any rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit by Leucadia (or any Affiliate of Leucadia, including any officer of Leucadia or any Subsidiary thereof serving the Company in any capacity) of any such venture, even if competitive with the business of the Company and detrimental thereto, shall not be deemed wrongful or improper and (ii) Leucadia (or any Affiliate of Leucadia, including any officer of Leucadia or any Subsidiary thereof serving the Company in any capacity) shall not be obligated to present any particular investment opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be taken by the Company or which, absent this provision, would have to be presented to the Company, and Leucadia (or any Affiliate of Leucadia, including any officer of Leucadia or any Subsidiary thereof serving the Company in any capacity) shall have the right to take it for its own account (individually, or as a member, partner, investor or fiduciary) or to recommend to others any such particular investment opportunity.
Sample 1

Related to Outside Businesses Or Opportunities

  • Business Opportunities Executive agrees, while he is employed by the Company, to offer or otherwise make known or available to it, as directed by the Board of Directors of the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that Executive may discover, find, develop or otherwise have available to Executive in the Company’s general industry and further agrees that any such prospects, contacts or other business opportunities shall be the property of the Company.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its 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.

  • Loan Opportunities The Company on behalf of each Fund acknowledges and agrees that BTC shall have the right to decline to make any loans of Securities under any Securities Lending Agreement, to discontinue lending or to terminate any loans of Securities under any Securities Lending Agreement in its sole discretion. The Company on behalf of each Fund agrees that it shall have no claim against BTC based on, or relating to, loans made for other customers, or loan opportunities refused hereunder, whether or not BTC has made fewer or more loans for any other customer than for the Fund, and whether or not any loan for another customer, or the opportunity refused, could have resulted in loans made hereunder.

  • 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.

  • Corporate Opportunities The Executive agrees that he will not take personal advantage of any business opportunities which arise during his employment with the Company Group and which may be of benefit to the Company Group. All material facts regarding such opportunities must be promptly reported by the Executive to the Board of Trustees for consideration by the Company Group.

  • Competitive Business Activities The term "Competitive Business Activities" as used herein shall be deemed to mean the Business.

  • Business Activity As long as this Note shall remain outstanding, Maker shall make no change in its business activity that would make it or any of its business activities non-compliant with SBA regulations and guidelines.

  • Business Activities The Company will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!