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 this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed. Affiliate) has already started operations pursuant to Clause 28.2.2(ii) or 28.2.3(ii) (the “Existing Operations”): (i) following such Board decision, the Principals shall negotiate in good faith for a period of [***] with a view to agreeing whether the relevant interest in the Existing Operations should be transferred to the Group (and the Principal that owns the Existing Operations shall be deemed to have granted exclusivity for such [***] period to the other Principal and the Group); (ii) if the Principals: (a) agree that the relevant interest in the Existing Operations shall be transferred to the Group, then the Parties shall take all such actions as are required to effect such transfer on the terms agreed (and following such transfer the relevant New Opportunity Jurisdiction shall become part of the Exclusivity Territory); or (b) fail to agree that the relevant interest in the Existing Operations shall be transferred to the Group, then the relevant Principal shall use its commercially reasonable efforts (taking into consideration the relevant market conditions) to divest the relevant interest in the Existing Operations within the following [***]. 28.2.5 If the Group starts operations in any jurisdiction which is not covered by the Brand Licence Agreement, YNV shall procure that as soon as practicable following the start of such operations: (i) Yandex LLC files applications for registration of “YANDEX” trade marks (in Latin and, if relevant, in Cyrillic or other local alphabet) with the local trade m▇▇▇ authorities in the relevant jurisdiction in respect of such ICGS classes as may be necessary for the operation of the Business in such jurisdiction (if no such trade marks are registered in such jurisdiction already); and (ii) Yandex LLC and the Russian OpCo shall: (a) execute an amendment or an additional agreement to the Brand Licence Agreement (in the form reasonably acceptable to Sberbank), according to which the Brand Licence Agreement shall cover the relevant “YANDEX” trade marks registered (or to be registered, as applicable) in the relevant jurisdiction; and (b) file such amendment or additional agreement to the Brand Licence Agreement for registration with the local trade m▇▇▇ authorities in the relevant jurisdiction (to the extent required under applicable Laws).
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New Opportunities. 28.2.1 If any Principal or its Affiliate:
5.5.1. The Parties agree that either of Loop and Ester may source and identify potential business opportunities to expand the Depolymerization Business which could inter alia include proposals for setting up/acquisition of manufacturing facilities within the Manufacturing Territory (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 Business Opportunity”). Further, in each caseof Ester and Loop agree that unless otherwise agreed to between Ester and Loop, in a jurisdiction outside all Business Opportunities shall be undertaken by the Exclusivity Territory JVCo;
5.5.2. All such Business Opportunities shall be referred by either of Loop and E▇▇▇▇, as the case may be (the “New Opportunity JurisdictionReferring Party” and the other being referred to as the “Non-Referring Party”), then such Principal shall notify ) to the Board in writing with reasonable details as writing;
5.5.3. In relation to each such Business Opportunity, the Referring Party shall provide 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 Board and until the Board accepts or rejects such New Opportunity pursuant to the terms of this Clause 28.2.
28.2.2 If non-Referring Party, the Board approves the New Opportunity by a simple majority of votes, thenfollowing minimum information:
(i) the Principals shall procure that nature and background to 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 approvalOpportunity, 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 investment proposition any related relevant information (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 including 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 this exhibit because it both (i) is not material and (ii) would be competitively harmful if disclosed. Affiliate) has already started operations pursuant to Clause 28.2.2(ii) or 28.2.3(ii) (the “Existing Operations”):
(i) following such Board decision, the Principals shall negotiate in good faith for a period of [***] with a view to agreeing whether the relevant interest in the Existing Operations should be transferred to the Group (and the Principal that owns the Existing Operations shall be deemed to have granted exclusivity for such [***] period to the other Principal and the Groupinvestment timetable);
(ii) if the Principals:due diligence performed and/or to be performed;
(aiii) agree that the relevant interest in the Existing Operations shall be transferred to the Group, then the Parties shall take all such actions as are required to effect such transfer on the terms agreed (initial and following such transfer the relevant New Opportunity Jurisdiction shall become part of the Exclusivity Territory); or
(b) fail to agree that the relevant interest in the Existing Operations shall be transferred to the Group, then the relevant Principal shall use its commercially reasonable efforts (taking into consideration the relevant market conditions) to divest the relevant interest in the Existing Operations within the following [***].
28.2.5 If the Group starts operations in any jurisdiction which is not covered by the Brand Licence Agreement, YNV shall procure that as soon as practicable following the start of such operations:
(i) Yandex LLC files applications for registration of “YANDEX” trade marks (in Latin and, if relevant, in Cyrillic or other local alphabet) with the local trade m▇▇▇ authorities in the relevant jurisdiction in respect of such ICGS classes as may be necessary for the operation future capital requirements of the Business in such jurisdiction Opportunity;
(if no such trade marks are registered in such jurisdiction already)iv) the projected internal rate of return of the Business Opportunity;
(v) any proposed external financing requirements;
(vi) confirmation that the Business Opportunity can be undertaken solely through the internal accruals of the JVCo and/or through the third-party financing by the JVCo without any recourse to the Shareholders whether by way of guarantee, debt, or equity; and
(vii) confirmation that the Business Opportunity will not have an adversarial impact on the Business of the JVCo, including the Referring Parties(ies) obligations under the respective Ancillary Agreements.
5.5.4. While considering the Business Opportunity, the Board shall have the right to seek reasonable clarifications that it may deem fit from the Referring Party. In the event such clarifications are sought, the Referring Party shall make best endeavours to respond fairly and accurately as soon as practically possible.
5.5.5. Where the Board has approved the pursuance of a Business Opportunity, the JVCo and the Shareholders shall undertake all reasonable endeavors to implement such Business Opportunity (with such modifications as may be approved by the Board) in a timely and efficient manner.
5.5.6. If the Non-Referring Party disagrees on undertaking the Business Opportunity based on prevalent market conditions, the business case and commercial viability for such Business Opportunity or other commercially reasonable parameters, the JVCo shall appoint a third party consultant of global repute to undertake a feasibility study in relation to the Business Opportunity (“Third Party Business Study”). The Parties agree that the decision of the JVCo with regards to appointment of a third-party consultant identified above shall be binding on all Parties. In case the Third Party Business Study indicates that the Business Opportunity is in the best interests of the JVCo and the Shareholders, but: (i) E▇▇▇▇, does not wish to pursue such Business Opportunity, Loop shall independently i.e. without recourse to the JVCo or Ester, be permitted to implement such Business Opportunity in the Manufacturing Territory or elsewhere, in Loop’s sole discretion; or (ii) Yandex LLC Loop, does not wish to pursue such Business Opportunity, then the JVCo shall, subject to E▇▇▇▇’s consent, undertake all reasonable endeavors, to implement such Business Opportunity in a timely and efficient manner. If the Russian OpCo shall:
(a) execute an amendment or an additional agreement Third Party Business Study concludes negatively in relation to the Brand Licence Agreement (in Business Opportunity, neither the form reasonably acceptable to Sberbank)JVCo, according to which nor the Brand Licence Agreement Shareholders shall cover the relevant “YANDEX” trade marks registered (pursue or to be registered, as applicable) in the relevant jurisdiction; and
(b) file undertake such amendment or additional agreement to the Brand Licence Agreement for registration with the local trade m▇▇▇ authorities in the relevant jurisdiction (to the extent required under applicable Laws)Business Opportunity.
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