New Ventures Sample Clauses

New Ventures. New business ventures are ventures with a business purpose which are more than monthly in nature. For the term of the collective bargaining agreement, all new business ventures which are solely owned and directly managed by the employer from 000 Xxxxx Xx. will come under the Newspaper Guild collective bargaining agreement if not covered by other unions. Any new business venture shall not be considered "directly managed" if it meets the following criteria: the venture reports to a Northwest Publications Division Director or above, the venture is separately incorporated and the venture has no shared employees below the Division Director level. Paid vendor/supplier relationships are not defined as shared employees. As these ventures do not currently exist, the parties agree that the wages, hours, and other terms and conditions of employment that will apply to these ventures will be negotiated by the parties. The parties to this Agreement recognize that certain new business might require terms and conditions that differ from those contained in this Agreement. Further, the parties to this Agreement recognize the mutual advantage in concluding negotiations for new business ventures in an expeditious manner.
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New Ventures. Subject to such exclusivity provisions as may be contained in the Joint Venture Agreements, in order to develop the cooperation between the Parties to the largest desirable extent, in the event that any Shinhan Group entity or BNP Paribas Group entity intends to participate in any New Venture, Shinhan (in the case of a Shinhan Group entity intending to so participate) or BNP Paribas (in the case of BNP Paribas entity intending to so participate), as the case may be (the Offering Party), shall notify the other Party in writing of such proposal (the New Venture Offer) as soon as practicable after entering into discussions with a Proposed New Venture Partner, such notice to contain details of the proposed terms of the New Venture. The other Party shall have the right to elect, by serving a written notice to such effect on the Offering Party within ten (10) days after the receipt of the Offering Party’s notice, to enter into a joint venture or partnership (either itself or through one of its Affiliates) with the Offering Party to engage in the business contemplated by the New Venture. If the other Party so elects within the specified time period, then the other Party or its Affiliate (as the case may be) shall negotiate in good faith with the Offering Party to enter into a Joint Venture Agreement within 30 days (unless extended by mutual agreement) after the service of a written notice to the Offering Party. If the other Party rejects or fails to accept the New Venture Offer or the Parties fail to enter into a Joint Venture Agreement, in each case within the specified time period, the Offering Party shall be entitled to pursue the New Venture with a Proposed New Venture Partner in its sole discretion.
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New Ventures. [a] Each Member will in good faith solicit and offer opportunities in the Sports Business (other than the non-Broadcast TV rights addressed by 14.2) to the Company (or the appropriate Sports Company), to the extent that it is within such Member's control to admit such Person into the opportunity and is consistent with the fiduciary duties, if any, owed by such Member to others. If the Company or a Sports Company rejects the opportunity, the Member proposing the opportunity to the Company or the Sports Company may not pursue such opportunity. No Member will have any obligation to offer an opportunity outside the Sports Business to the Company. [b] Each opportunity of a Member to acquire any interest in a domestic sports team, league, event or participant will be offered to the Company. If the Company rejects such an opportunity and the Member acquires such an interest, the Company will have the right to acquire when first available any non-Broadcast TV rights available therefrom on such terms as the parties may agree or, if they cannot agree, by matching the best offer by a Third Party. If the Members cannot agree on terms and there is no offer by a Third Party, the terms (including rights fees) payable for such non- Broadcast TV rights will be fixed on a Fair Market Value basis, determined by reference to terms of agreements for comparable rights in arms-length transactions between similarly situated Persons or, if there are no such agreements, by binding arbitration conducted in accordance with the provisions of 15.3. For purposes of this Agreement, (i) a sports league shall be deemed to be a domestic sports league if a majority of the teams participating therein play a majority of their events in the United States or Canada; (ii) a sports team will be deemed to be a domestic sports team if the league in which it plays the majority of its events is a domestic sports league; (iii) a sports participant will be deemed to be a domestic sports participant if such sports participant is domiciled in the United States or Canada; and (iv) a sports event shall be deemed to be a domestic sports event if either the event takes place within the United States or Canada or a majority of the participants therein are domestic sports teams or domestic sports participants.
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New Ventures. Customer shall not be permitted to obtain a WCMA Loan to acquire any additional entities or open any expansion location.
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New Ventures. Mergers. Borrower will not (a) enter into any new business activities or ventures not directly related to its current business, or (b) merge or consolidate with or into any other corporation, partnership, limited liability company or other organization, or (c) create or acquire (or cause or permit the creation or acquisition of) any Subsidiary or Affiliate (except the hiring of officers and directors). Notwithstanding the foregoing, Borrower may create or acquire (or cause or permit the creation or acquisition of) one or more wholly-owned Subsidiaries provided that (1) each such Subsidiary (at Lender's sole discretion) becomes a "Borrower," "Guarantor" and/or "Obligor" under the Loan Documents, and (2) a first priority security interest and pledge of 100% of the assets and equity of each such Subsidiary is perfected in favor of Lender as additional Collateral under the Loan Documents (except as otherwise permitted under Section 5.5).
Sample 1
New Ventures. [a] Each Member will in good faith solicit and offer opportunities in the Sports Business (other than the non-Broadcast TV rights addressed by 14.2) to the Company (or the appropriate Sports Company), to the extent that it is within such Member's control to admit such Person into the opportunity and is consistent with the fiduciary duties, if any, owed by such Member to others. If the Company or a Sports Company rejects the opportunity, the Member proposing the opportunity to the Company or the Sports Company may not pursue such opportunity. No Member will have any obligation to offer an opportunity outside the Sports Business to the Company. [b] Each opportunity of a Member to acquire any interest in a domestic sports team, league, event or participant will be offered to the Company. If the Company rejects such an opportunity and the Member acquires such an interest, the Company will have the right to acquire when first available any non-Broadcast TV rights available therefrom on such terms as the parties may agree or, if they cannot agree, by matching the best offer by a Third Party. If the Members cannot agree on terms and there is no offer by a Third Party, the terms (including rights fees) payable for such non- Broadcast TV rights will be fixed on a Fair Market Value basis, determined by reference to terms of agreements for comparable rights in arms-length transactions between similarly situated
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New Ventures. Loral shall cause each of the Strategic Participants to be provided a meaningful opportunity to participate in all new business ventures created or materially developed by SS/L and controlled by Loral or a Loral Affiliate. Loral shall provide each Strategic Participant relevant information regarding such opportunity, and will cause the
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Related to New Ventures

  • Other Ventures The Member may engage in other business ventures of every nature and description, whether or not in competition with the Company, independently or with others. The Company shall not have any right by virtue of this Agreement or the relationships created hereby in or to other ventures or activities of the Member or to the income or proceeds derived therefrom.

  • Joint Ventures The joint venture or partnership arrangements in which the Company or the Partnership is a co-venturer or general partner which are established to acquire or hold Assets.

  • Other Business Ventures The Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, the Executive may own, directly or indirectly, up to 5% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market.

  • Investments; Joint Ventures Each Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except: (i) Company and its Subsidiaries may make and own Investments in Cash Equivalents; (ii) Company and its Subsidiaries may make loans and advances to officers, directors and employees of Company or any of its Subsidiaries (a) to finance the purchase of capital stock of Company and (b) in an aggregate principal amount not to exceed $5,000,000 at any time outstanding for additional purposes not contemplated by the foregoing clause (a); (iii) Company and its Subsidiaries may make and own Investments consisting of any non-cash proceeds received by Company or any of its Subsidiaries in connection with any Asset Sale permitted under subsection 7.7(v); (iv) Company and its Subsidiaries may continue to own the Investments owned by them and described in Schedule 7.3 annexed hereto and Company and its Subsidiaries may make and own Investments purchased with the proceeds of the sale of any Investments permitted under this subsection 7.3(iv); (v) Company and its Subsidiaries may make and own Investments in special-purpose entities established to purchase accounts receivable from Company or any of its Subsidiaries pursuant to an Accounts Receivable Facility; and 113 (vi) Company and its Subsidiaries may make and own Investments (collectively, "Unrestricted Investments") in addition to those permitted under clauses (i) through (v) above, including Investments in Restricted Acquisition Subsidiaries and in Unrestricted Subsidiaries, as follows: (a) Unrestricted Investments in an aggregate amount not to exceed at any time (1) $50,000,000 for all such Unrestricted Investments in Unrestricted Subsidiaries or (2) $100,000,000 for all such Unrestricted Investments (including all such Unrestricted Investments in Restricted Acquisition Subsidiaries and Unrestricted Subsidiaries) and (b) Unrestricted Investments in addition to the Unrestricted Investments permitted under the preceding clause (a), provided that after giving effect to any such additional Unrestricted Investment pursuant to this clause (b) the Available Amount Usage shall not exceed the Available Amount.

  • Subsidiaries, Partnerships and Joint Ventures Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) any Domestic Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, and, to the extent not resulting in material adverse tax consequences, any Foreign Subsidiary formed or acquired after the Closing Date which joins this Agreement as a Borrower or as a Guarantor, in each case by delivering to the Administrative Agent (A) a signed Borrower Joinder or Guarantor Joinder, as appropriate; (B) documents in the forms described in Section 6.1 [First Loans] modified as appropriate; (C) documents necessary to grant and perfect the Prior Security Interests to the Administrative Agent for the benefit of the Lenders in the equity interests of, and Collateral held by, such Subsidiary; and (D) such diligence materials in respect of such Subsidiary (including, without limitation, “know your customer”, liens, ERISA and labor matters) as the Administrative Agent shall reasonably request. Each of the Loan Parties shall not become or agree to become a party to a Joint Venture other than Permitted Investments and other investments permitted pursuant to Section 7.2.4 [Loans and Investments]. For purposes of clarity, any Subsidiary organized under the laws of Canada or any political subdivision thereof that is formed or acquired by the Canadian Borrower after the Closing Date shall join this Agreement as a Guarantor of the Canadian Liabilities in accordance with the terms of this Section 7.2.9.

  • Partnerships and Joint Ventures No Loan Party shall become a general partner in any general or limited partnership or a joint venturer in any joint venture.

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Capital Stock of Subsidiaries All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) except for director’s qualifying or similar shares, is owned, directly or indirectly, by the Company, free and clear of all liens (other than Permitted Liens) and any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent such Subsidiary from conducting its business as of the Effective Time in substantially the same manner that such business is conducted on the date of this Agreement.

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.