Renounced Business Opportunity definition

Renounced Business Opportunity has the meaning set forth in Section 5.10(d).

Renounced Business Opportunity is defined in Section 8.6(b).

Renounced Business Opportunity has the meaning set forth in Section 7(o).

Examples of Renounced Business Opportunity in a sentence

• Should any director of the Company have actual knowledge that he or his Affiliates is pursuing a Renounced Business Opportunity also pursued by the Company, he shall disclose to the Company’s board of directors that he may have a conflict of interest, so that the board of directors may consider his withdrawal from discussions in board deliberations, as appropriate.

• Provided a Renounced Business Opportunity is conducted by a Designated Party in accordance with the standards set forth in Section 2 hereof, no Designated Party shall be liable to the Company or a Stockholder for breach of any fiduciary or other duty by reason of such Renounced Business Opportunity.

• A Designated Party may pursue a Renounced Business Opportunity for the benefit of such Designated Party or any Third Person if such Renounced Business Opportunity is developed, pursued, conducted and/or consummated, as applicable, solely through the use of personnel and assets of the Designated Party (including, as applicable, such Designated Party in his capacity as a director, officer, employee or agent of the Designated Party) or any other Third Person.

• Notwithstanding anything to the contrary in this Section 11, Prairie shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 11.

• In addition, no Designated Party shall be liable to the Company or a Stockholder for breach of any fiduciary duty as a director or controlling Stockholder, as applicable, by reason of the fact that such Designated Party conducts, pursues or acquires such Renounced Business Opportunity for itself, directs such Renounced Business Opportunity to another Person or does not communicate information regarding such Renounced Business Opportunity to the Company.

More Definitions of Renounced Business Opportunity

Renounced Business Opportunity has the meaning set forth in Section 3.03(c).

Renounced Business Opportunity has the meaning assigned to such term in Section 2.04.

Renounced Business Opportunity has the meaning given to such term in Section 6.5(b).

Renounced Business Opportunity is defined in Section 5.04.

Renounced Business Opportunity means (a) any Business Opportunity (x) that neither the Corporation nor any of its Subsidiaries are financially able, contractually permitted or legally able to undertake, (y) that does not involve any aspect of the E&P Business or otherwise is of no practicable advantage to the Corporation or any of its Subsidiaries or (z) in which neither the Corporation nor any Subsidiary of the Corporation has any interest or reasonable expectancy, and (b) any other Business Opportunity other than a Business Opportunity that (y) is first presented to a Designated Party solely in such Person’s capacity as a director, officer or employee of the Corporation or its Subsidiaries and with respect to which, at the time of such presentment, no other Designated Party has independently received notice of or otherwise identified such Business Opportunity or (z) is identified by a Designated Party solely through the disclosure of information by or on behalf of the Corporation.

Renounced Business Opportunity means an Investor Transaction that (A)(i) is presented to an Investor Director or an Investor Observer in such Person’s capacity as a Director or board observer (whether at a meeting of the Board or otherwise) and with respect to which the Investor has not independently received notice or is otherwise not previously aware or (ii) is identified by Investor solely through disclosure of information by or on behalf of the Company to the Investor and (B) if identified or initiated by any Person other than the Investor, was identified or initiated by such Person independently of being so presented or identified as contemplated in the preceding clause (A). The Company agrees that for purposes of the immediately preceding sentence, the determination as to whether an Investor Director or an Investor Observer has been presented with such Investor Transaction in such Person’s capacity as a Director or board observer or solely through disclosure of information by or on behalf of the Company, or whether such Investor Transaction was identified or initiated by such Person independently of such presentation or identification, shall, in each case, be made reasonably and in good faith by Investor, and any such determination made reasonably and in good faith shall be binding for purposes hereof.

Renounced Business Opportunity has the meaning set forth in Section 3.05(c) of this Agreement.