Business Opportunities Procedures Sample Clauses

Business Opportunities Procedures. Section 4.1. Procedures 8 Section 4.2. Scope of Prohibition 10 Section 4.3. Enforcement 10 ARTICLE V
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Business Opportunities Procedures. (a) As contemplated by Section 5.2(b)(i), in the event that the Sponsor or any other Sponsor Entity becomes aware of an opportunity to invest in, construct or acquire an interest in a Domestic Cokemaking Asset, then as soon as practicable, the Sponsor or other Sponsor Entity shall notify the General Partner in writing of such opportunity and deliver to the General Partner, or provide the General Partner access to, all information prepared by or on behalf of, or material information submitted or delivered to, the Sponsor or such Sponsor Entity related to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, the General Partner, on behalf of the Partnership, having determined whether to pursue such opportunity in consultation with the Conflicts Committee, shall give notice in writing (the “Business Opportunity Notice”) to the Sponsor or other Sponsor Entity that either (i) the General Partner, on behalf of the Partnership, has elected not to cause the Partnership Group to pursue such investment, acquisition or construction opportunity, or (ii) the General Partner, on behalf of the Partnership, has elected to cause the Partnership Group to pursue such investment, acquisition or construction opportunity. If no Business Opportunity Notice is delivered by the General Partner within the 30-day period, then the General Partner, on behalf of the Partnership shall be deemed to have elected not to pursue such opportunity. If, after delivering a Business Opportunity Notice electing to pursue an opportunity, the General Partner abandons such opportunity (as evidenced in writing by the General Partner following the written request of the Sponsor) or fails to endeavor in good faith to pursue such opportunity, the Sponsor or any other Sponsor Entity may pursue the opportunity. With respect to any opportunity to invest in, acquire or construct Domestic Cokemaking Assets that the Sponsor Entities pursue, (x) the Sponsor Entities must endeavor in good faith to pursue the opportunity and (y) any such investment, construction or acquisition must be on terms not materially more favorable to the Sponsor Entities than were offered to the Partnership. If at any time either of the conditions set forth in subclauses (x) and (y) are not satisfied, the opportunity must be reoffered to the Partnership in accordance with this Section 5.3(a). For the avoidance of doubt, any Domestic Cokemaking Asset acquire...
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Business Opportunities Procedures. Section 4.1. Procedures for Existing Non-Compete Vessels 13 Section 4.2. Procedures for New Non-Compete Vessels 15 Section 4.3. Scope of Prohibition 17 Section 4.4. Enforcement; Consents 17
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Business Opportunities Procedures. Section 4.1 Procedures 9 Section 4.2 Scope Of Prohibition 11 Section 4.3 Other Business Opportunity 11
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Business Opportunities Procedures 
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Related to Business Opportunities Procedures

  • 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.

  • Training Opportunities The requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u ("Section 3"), requiring that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and agreements for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in, the areas of the project. Borrower agrees to include the following language in all subcontracts executed under this Agreement:

  • Company Procedures Whenever the Company is required by this Agreement to effect the registration of any Registrable Securities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect each such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as soon as practicable:

  • 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.

  • Operation of the Company’s Business (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company shall conduct its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

  • Promotional Opportunities Each university shall promote upward mobility of employees by announcing opportunities as they occur. In all cases, it is the employee’s responsibility to make proper application for such positions. If an employee meets the minimum and special qualifications for a position, he/she will be considered.

  • Company Policies and Procedures 7.1.1 The Company will ensure that Employees are able to readily access Company policies and procedures that apply to the Employees.

  • Opportunities for Additional Information Each Purchaser acknowledges that such Purchaser has had the opportunity to ask questions of and receive answers from, or obtain additional information from, the executive officers of the Company concerning the financial and other affairs of the Company, and to the extent deemed necessary in light of such Purchaser’s personal knowledge of the Company’s affairs, such Purchaser has asked such questions and received answers to the full satisfaction of such Purchaser, and such Purchaser desires to invest in the Company.

  • AML/KYC Procedures “AML/KYC Procedures” means the customer due diligence (CDD) procedures of a Reporting Financial Institution pursuant to the anti-money laundering or similar requirements of the jurisdiction concerned to which such Reporting Financial Institution is subject.

  • Sub-Advisor Compliance Policies and Procedures The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “Sub-Advisor Compliance Procedures”), and (ii) any material changes to the Sub-Advisor Compliance Procedures. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.

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