New Opportunities Sample Clauses
The "New Opportunities" clause defines how parties to an agreement will handle potential future business prospects that arise during their relationship. Typically, this clause outlines whether and how the parties must notify each other of new projects, clients, or markets that become available, and may specify rights of first refusal, exclusivity, or procedures for joint pursuit. Its core function is to establish clear expectations and processes for capitalizing on emerging opportunities, thereby preventing disputes and ensuring both parties can benefit from new developments.
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New Opportunities. 29.2.1 If a Shareholder (or any of its Associated Companies which it Controls) proposes to, or receives any proposal to, directly or indirectly, pursue, acquire or invest in any business in the Other Areas which (or a part of which): (a) is of the same or similar type to the Business; or (b) is or is likely to be in competition with any part of the Business during the Restricted Period (a “New Opportunity”) the Shareholder shall, as soon as is reasonably practicable and in any event before entering into any substantive negotiations relating to the New Opportunity, give written notice to the Company and the chief executive officer of the Group (“CEO”) of the New Opportunity, together with all relevant and material facts, including terms proposed and the time period within which to respond to avail of the New Opportunity, that such Shareholder (or its affiliate) is aware of (the “New Opportunity Notice”).
29.2.2 Subject to Clause 29.5, no Shareholder (or any of its Associated Companies which it Controls) shall pay or commit to pay any capital expenditure or make any other form of acquisition or investment in relation to such New Opportunity until the earlier of:
(i) the Company rejecting the New Opportunity within 30 Business Days (or shorter period, if the New Opportunity is available for a shorter period) (“New Opportunity Period”);
(ii) the Company failing to approve the New Opportunity within the New Opportunity Period; or
(iii) the Company approving the New Opportunity in the New Opportunity Period but subsequently rejecting it.
29.2.3 Upon the occurrence of any event set out under Clause 29.2.2 (i) to (iii), the Shareholder (or its relevant Associated Company) that notified the Company of such New Opportunity (the “Presenting Shareholder”) shall be free to proceed on its own with such New Opportunity at its sole cost, risk and expense, save where: (i) the CEO has expressed to the Board that it would be in the best interests of the Company to pursue the New Opportunity; and (ii) but for any vote(s) against the New Opportunity at the Board by the Directors appointed by the Presenting Shareholder, the New Opportunity would have been approved by the Company.
New Opportunities. 28.2.1 If any Principal or its Affiliate:
(i) identifies or becomes aware of any investment opportunity (other than a Security Enforcement Opportunity) relevant to the Core Business; or
(ii) identifies an opportunity to start operating any Core Business,
(a “New Opportunity”), in each case, in a jurisdiction outside the Exclusivity Territory (the “New Opportunity Jurisdiction”), then such Principal shall notify the Board in writing with reasonable details as to the nature of the relevant New Opportunity, including the relevant New Opportunity Jurisdiction. In any event, none of the Principals or their Affiliates shall make or commit to make any capital expenditure or make any other form of investment in relation to a New Opportunity unless and until the Board accepts or rejects such New Opportunity pursuant to the terms of this Clause 28.2.
28.2.2 If the Board approves the New Opportunity by a simple majority of votes, then:
(i) the Principals shall procure that the Group shall use reasonable endeavours to implement such New Opportunity in the New Opportunity Jurisdiction as soon as reasonably practicable; and
(ii) if the Group fails to complete the Core Business Commencement in such New Opportunity Jurisdiction within [***] (unless a longer time period is determined by the Board Super Majority) following the relevant Board approval, the Principal that notified the Board of such New Opportunity shall be free to proceed on its own with such New Opportunity within the New Opportunity Jurisdiction at its sole cost, risk and expense
28.2.3 If the Board does not approve (or fails to vote on) the New Opportunity within one month of receiving notice of it pursuant to Clause 28.2.1:
(i) the Principal that did not notify the Board of such New Opportunity shall not (and shall procure that its Affiliates shall not) take any actions to pursue such New Opportunity in the New Opportunity Jurisdiction; and
(ii) the Principal that notified the Board of such New Opportunity (unless any of its Appointed Directors voted against approval of the New Opportunity) shall be free to proceed on its own with such New Opportunity within the New Opportunity Jurisdiction at its sole cost, risk and expense.
28.2.4 In the event that the Board decides (by a simple majority) that the Group shall commence operations in a New Opportunity Jurisdiction where a Principal (or its Certain information in this document identified by brackets and three asterisks (“[***]”) has been omitted from thi...
New Opportunities. 3.2.1 If any Shareholder or any of its Associated Companies identifies or becomes aware of any opportunity relevant to the Business or the greater casino business in Cyprus, then such Shareholder shall, as soon as reasonably practicable (and before any material negotiations commence with any third party), notify the Board in writing with reasonable details as to the nature of the opportunity (the “New Opportunity”).
3.2.2 If the Board approves the New Opportunity, then the Parties shall procure that the Group Companies shall use reasonable endeavours to implement the New Opportunity.
3.2.3 If the Board does not approve or fails to act on the New Opportunity within one month of receiving notice of it pursuant to Clause 3.2.1, the Shareholder that notified the Board of such New Opportunity shall be free to proceed on its own with such New Opportunity at its sole cost, risk and expense.
New Opportunities. (a) If an Owner or the Manager becomes aware of a potential New Opportunity, it must provide as soon as reasonably practicable notice to:
(i) in the case of a New Opportunity in respect of which an Owner has provided notice, the Manager and the other Owner; or
(ii) in the case of a New Opportunity in respect of which the Manager has provided notice, each Owner.
(b) The Manager must progress the proposal to acquire that New Opportunity (including negotiating the terms of that proposal with third parties) * * *
(f) an Owners’ Council meeting will be convened to determine whether the New Opportunity the subject of the New Opportunity Notice will proceed as part of WA Iron Ore JV. * * *
(g) If:
(i) the Owners’ Council votes in favour of proceeding with the New Opportunity, paragraph (i) will apply; or
(ii) the Owners’ Council does not vote in favour of proceeding with the New Opportunity, the New Opportunity will not proceed as part of the WA Iron Ore JV, and the Owner that voted in favour of proceeding with the New Opportunity (the Sole Funding Party) * * * elect by notice to the other Owner and to the Manager to proceed with the New Opportunity outside the WA Iron Ore JV (a Sole Risk Opportunity).
(i) Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission
(i) If the Owners’ Council agrees to proceed with the New Opportunity as part of the WA Iron Ore JV:
(i) the New Opportunity will proceed as part of the WA Iron Ore JV;
New Opportunities. In the event that, during the Milestone Periods, any opportunity arises that could reasonably be allocated either to a business unit of Buyer or any of its Affiliates, on the one hand, or the Business, on the other hand, Buyer will give due consideration to the interests of Seller in achieving the full Milestone Payments and will allocate the opportunity in a manner 8
New Opportunities. Grant Brothers shall consider new opportunities for the Business that would complement the Business (including the identification of potential acquisitions and the making of introductions to potential acquisitions). Grant Brothers shall communicate the result of such considerations in a timely manner to Grant Auto from time to time. To this end, Grant Brothers shall cause its Chief Operating Officer and its Vice President, Finance to devote at least 15% of their time to the foregoing duties. Grant Auto shall reimburse Grant Brothers for all reasonably incurred costs directly attributable to the identification of potential acquisitions and the making of introductions to potential acquisitions, such as travel and other similar out-of-pocket expenses.
New Opportunities. During the Transition Period, you shall be permitted to explore future employment opportunities, including doing preliminary work on new business opportunities, which are intended to begin following the Separation Date, provided that you do not receive any compensation during the Transition Period for any such activities or become an employee of any person or entity other than The Hartford during the Transition Period. Section 9(a) of the 2006 Employment Agreement or any similar provision in any other agreement with The Hartford (including without limitation in any equity grants or benefit plans) shall not apply to such activities.
New Opportunities. During the term of this Agreement, Artesyn will enjoy preferred status with respect to e-Power's new products, technologies and ownership investment opportunities relating to or arising from the Products. e-Power will provide Artesyn with reasonable advance notification and advantageous consideration of such products, technologies and opportunities. Nothing in this Agreement shall prevent e-Power from accepting business opportunities in developing external power supplies in other power ranges than those represented in the Products.