Company Projects. Subject to and not in limitation of Sections 3.8.2, 12.9, and 12.10, all Members agree to (i) conduct and present all activities and endeavors that directly relate to and involve complimentary or similar activities or projects to any previously conducted, pending, previously approved or contemplated Company Project solely through and to the Company; it being intended that the Company (and the Members through their ownership of the Company) shall be the sole beneficiary(ies) of any conduct of a Company Project. Notwithstanding the foregoing but in all events subject to their compliance with Sections 12.9 and 12.10 of this Agreement, nothing contained in this Section 3.8.3 shall restrict Simon, Yucaipa or Xxxx from engaging in any business enterprise or activity which is or may be actually or potentially competitive with the Company Business or any Company Opportunities as long as such enterprise or activities do not directly involve a Company Project (such as through marketing tie-ins to a Company Project).
Company Projects. Notwithstanding anything to the contrary ---------------- contained herein, the parties agree that IWC shall have the right to cause the Company to engage counsel selected by IWC to direct and lead the structuring or restructuring of any or all of the Company Projects in the People's Republic of China, whether now or hereafter existing.
Company Projects a. If an employee covered by this Agreement volunteers and is selected by the Company to participate in a Company project or program, he will be accepting the schedule advertised with the associated program in lieu of his regular bid crew.
Company Projects. The descriptions of the TEC Projects set forth on Section 3.19 of the Disclosure Schedule are true and accurate, contain no misleading information and do not omit any information the omission of which would be misleading.
Company Projects. If in connection with an EOP Investment Determination, EOP has not elected to provide all of the Specified Equity for an Approved Project, the Company may invest in the proposed Approved Project and obtain all or any portion of the equity (or mezzanine debt, if applicable in accordance with and subject to the terms of SECTION 3.4.4) from sources other than EOP, provided that if the terms offered to the other equity investors or (if applicable) mezzanine debt sources (such investors and sources, collectively "INVESTORS"), taken as a whole, are more favorable than those offered to EOP at the time of the EOP Investment Determination, the opportunity to invest all of the Specified Equity (or such portion thereof a third party has agreed to provide) for that Approved Project will again be offered to EOP on those more favorable terms pursuant to the same procedures applicable to the original EOP Investment Determination pursuant to SECTION 3.4 (Presentation to EOP). For Approved Projects in which EOP made an EOP Investment Determination not to invest (the "COMPANY PROJECTS"), the Company shall establish and structure the Project Entity so that the Company shall be the manager or general partner of the Project Entity for the Project and the Company and the other Investors will be the members or limited partners of the Project Entity for the Company Project. The Company shall not commence construction on any Company Project, unless and until the Board has approved a detailed project budget for such Project, which approval will not be unreasonably withheld by any Member so long as (a) the total aggregate budgeted Project cost does not exceed 102% of (i) the budget approved by the Board under SECTION 3.2.3.2, or (ii) any then-existing updated budget approved by the Board in its sole and absolute discretion, or (b) (x) Projected Yield is no more than 50 basis points (0.50%) less than that projected in the then-approved development budget, if the Projected Yield in such budget (after application of the proposed change in budgeted Project cost) is more than 11.00%, or (y) Projected Yield for the Project (after application of the proposed change in budgeted Project cost) is no more than 25 basis points (0.25%) less than that projected in the then-approved development budget if the Projected Yield in such budget is less than or equal to 11.00%, but greater than or equal to 10.50%.
Company Projects. Except for the Put Right and Call Right, the decision to sell or dispose of a Company Project will be a Major Decision requiring approval of Wilsxx xxx EOP or the Board; provided, that at any time after one year following Project Stabilization of a Company Project (and subject to any restrictions imposed by any third-party equity investor in the Project) if the Members have not agreed on a sale or disposition of such Project (or all of the interests of the Company, the EOP Group and the Wilsxx Xxxup in the Company Project (the "COMPANY GROUP")), either EOP or Wilsxx xxxl have the right, during the Marketing Period (as defined below), to market and sell the Company Project or the interests of the Company Group in the Company Project (alternatively, the "MARKETED PROJECT") on behalf of the Company, provided that the Member marketing (the "MARKETING MEMBER") and selling the Marketed Project shall first comply with the following provisions of this SECTION 11.10. The Marketing Member must first give notice (the "ROFO NOTICE") to the other Member (the "NON-MARKETING MEMBER") of its intention to market the Marketed Project and offer (the "OFFER") to sell the Marketed Project for a cash price (the "OFFER PRICE") on specified terms (the "OFFER TERMS"). The Non-Marketing Member may accept such Offer within 30 days after receipt by giving notice (the "ACCEPTANCE NOTICE") thereof to the Marketing Member, in which case the Company shall sell, and the Non-Marketing Member shall buy, the Marketed Project at the Offer Price and on the Offer Terms. If the Non-Marketing Member does not timely deliver an Acceptance Notice, for the 225 days (the "MARKETING PERIOD") following the last day the Non-Marketing Member had to timely deliver an Acceptance Notice, the Marketing Member may cause the Company to
Company Projects. 19 3.6 Non-Company Projects...........................................................................20 3.7
Company Projects. 68 11.11 Sale of Excluded B Units.......................................................................69 11.12 Control of Projects Pending Sale...............................................................69
Company Projects. You will be involved in Company projects and business decisions as specified in writing by the Board or Xxxxxxx and agreed to by you, or as otherwise authorized by the Board (“Designated Projects”). When working on Designated Projects, your role and decision making authority with respect to the project will be as so specified or, if not so specified, as mutually agreed by Xxxxxxx and you, or as directed by the Board. Except with respect to Designated Projects, through your retirement date your role will be similar to that of a non-employee director and as described in paragraph 3 above.
Company Projects. The descriptions of the Company Projects set forth on Section 3.19 of the Company Disclosure Schedule are true and accurate, contain no misleading information and do not omit any information the omission of which would be misleading.
