Common use of Certain Matters Deemed Not Corporate Opportunities Clause in Contracts

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article X, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (M III Acquisition Corp.), Agreement and Plan of Merger (Duckhorn Portfolio, Inc.), Registration Rights Agreement (Surgery Partners, Inc.)

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Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XARTICLE EIGHT, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (BioScrip, Inc.), Limited Liability Company Agreement (Horizon Acquisition Corp), Business Combination Agreement (Altimar Acquisition Corp. II)

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XTenth, a corporate opportunity shall not be deemed to belong to the Corporation, and the Corporation hereby renounces any interest therein, if it is a business opportunity that the Corporation is not financially able or able, contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancyexpectation.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (American Real Estate Partners L P), Agreement and Plan of Merger (National Energy Group Inc), Agreement and Plan of Merger (Icahn Carl C Et Al)

Certain Matters Deemed Not Corporate Opportunities. (a) In addition to and notwithstanding the foregoing provisions of this Article XVII, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not permitted to undertake under the terms of Article II or that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s 's business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Time Warner Telecom LLC), And (Time Warner Telecom LLC)

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article X14, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Quintiles Transnational Holdings Inc.), Agreement and Plan of Merger (IMS Health Holdings, Inc.)

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XSection 6.2, a corporate opportunity shall not be deemed to belong to the Corporation Managing Member or the Company, respectively, if it is a business opportunity that the Corporation Managing Member or the Company, respectively, is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the CorporationManaging Member’s business or is of no practical advantage to it the Company’s respective businesses or that is one in which the Corporation Managing Member or the Company, respectively, has no interest or reasonable expectancy.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Pennymac Financial Services, Inc.), Limited Liability Company Agreement (Pennymac Financial Services, Inc.)

Certain Matters Deemed Not Corporate Opportunities. (a) In addition to and notwithstanding the foregoing provisions of this Article XVII, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not permitted to undertake under the terms of Article II or that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Appears in 1 contract

Samples: Time Warner Telecom Inc

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XTenth, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially or legally able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Nesco Holdings, Inc.)

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XARTICLE TEN, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not permitted to undertake under the terms of ARTICLE THREE or that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Appears in 1 contract

Samples: Conversion Agreement (Express Parent LLC)

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XTHIRTEENTH, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation Corporation, the OP or any of their respective subsidiaries is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s , the OP or any of their respective subsidiaries’ business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Appears in 1 contract

Samples: Business Combination Agreement (FinTech Acquisition Corp. IV)

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XSection 6B, a corporate opportunity shall not be deemed to belong to the Corporation Company if it is a business opportunity that the Corporation Company is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the CorporationCompany’s business or is of no practical advantage to it or that is one in which the Corporation Company has no interest or reasonable expectancy.

Appears in 1 contract

Samples: Stockholders Agreement (Acadia Healthcare Company, Inc.)

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Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XXII, a corporate business or other opportunity shall not be deemed to belong to be a potential Competitive Opportunity for the Corporation if it is a business an opportunity that (a) the Corporation (together with its controlled Affiliates) is not neither financially able or legally able, nor contractually permitted or legally able to undertake, or that is, (b) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to it the Corporation or that (c) is one in which the Corporation has no interest or reasonable expectancy.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Healthcare Merger Corp.)

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XEIGHTH, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rewards Network Inc)

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XARTICLE NINE, a corporate opportunity shall not be deemed to belong to be a potential corporate opportunity for the Corporation Company if it is a business opportunity that the Corporation Company is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the CorporationCompany’s business or is of no practical advantage to it or that is one in which the Corporation Company has no interest or reasonable expectancy.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Convey Health Solutions Holdings, Inc.)

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XSection 4.9, a potential corporate opportunity shall not be deemed to belong to be a corporate opportunity for the Corporation Company if it is a business opportunity that (i) the Corporation Company is not neither financially able or contractually permitted or legally able able, nor contractually permitted, to undertake, or that is, (ii) from its nature, is not in the line of the CorporationCompany’s business or is of no practical advantage to it the Company or that (iii) is one in which the Corporation Company has no interest or reasonable expectancy.

Appears in 1 contract

Samples: Shareholders’ Agreement (Hygo Energy Transition Ltd.)

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XIX, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not permitted to undertake under the terms of Article II or that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Merger (ROI Acquisition Corp.)

Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XSection 4.8, a corporate opportunity shall not be deemed to belong to the Corporation Company or a Company Subsidiary if it is a business opportunity that the Corporation Company or a Company Subsidiary is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the CorporationCompany’s or such Company Subsidiary’s business or is of no practical advantage to it or that is one in which the Corporation Company or such Company Subsidiary has no interest or reasonable expectancy.

Appears in 1 contract

Samples: Agreement and Plan of Merger (JGWPT Holdings Inc.)

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