OFFERS TO PERSONS SERVING BOTH CORPORATIONS Sample Clauses

OFFERS TO PERSONS SERVING BOTH CORPORATIONS. In the event that a director or officer of the Company who is also a director or officer of American Greetings Corporation acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both the Company and American Greetings Corporation, such director or officer of the Company shall have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Company and its stockholders with respect to such corporate opportunity, if such director or officer acts in a manner consistent with the following policy: (i) a corporate opportunity offered to any person who is an officer of the Company, and who is also a director but not an officer of American Greetings Corporation, shall belong to the Company; (ii) a corporate opportunity offered to any person who is a director but not an officer of the Company, and who is also a director or officer of American Greetings Corporation shall belong to the Company if such opportunity is expressly offered to such person in writing solely in his or her capacity as a director of the Company, and otherwise shall belong to American Greetings Corporation; and (iii) a corporate opportunity offered to any person who is an officer of both the Company and American Greetings Corporation shall belong to the Company if such opportunity is expressly offered to such person in writing solely in his or her
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Related to OFFERS TO PERSONS SERVING BOTH CORPORATIONS

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