Other Business of Members Clause Samples

Other Business of Members. Except as otherwise required by Applicable Law or otherwise provided in this Agreement, all decisions of the Members shall require the affirmative vote of the Members

Other Business of Members. Subject to any agreement entered into by any Member, any Affiliate of a Member, or any director, officer, employee, consultant, agent, member, partner or stockholder of any Member or any of its Affiliates and the Company, any Member, any Affiliate of a Member or any director, officer, employee, consultant, agent, member, partner or stockholder of a Member or any of its Affiliates: (i) shall be permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the business of the Company or any of its Subsidiaries other than through the Company or any of its Subsidiaries (an “Other Business”), (ii) may have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company or any of its Subsidiaries, (iii) will not be prohibited by virtue of their investments in the Company or the Managing Member or their service on the Managing Member’s board of directors from pursuing and engaging in any such activities, and (iv) will not be obligated to inform, offer or present the Company, its Subsidiaries or the Managing Member of any such opportunity, relationship or investment even if such opportunity is of a character which, if presented to the Company or the Managing Member could be taken by the Company or the Managing Member. Furthermore, the other Members will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any Member, and the involvement of any Member in any Other Business will not constitute a conflict of interest by such Persons with respect to the Company or its Members or any of the Company’s Subsidiaries.

Other Business of Members. (a) Subject to (b) below, any Member, including any Manager, may engage independently or with others in other business ventures of every nature and description, including without limitation the purchase of medical equipment, the rendering of medical services of any kind, and the making or management of other investments and neither the Company nor any Member shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom, and the pursuit of such ventures. (b) As long as any Member owns a Membership Interest in the Company, and for a period of five (5) years after a Member ceases for any reason to own a Membership Interest in the Company, neither a Member nor any of its respective Affiliates, shall hold, directly or indirectly, an investment, ownership or other beneficial interest in (i) any hospital or (ii) other Entity (including a sole proprietorship) which provides any of the following services or facilities: cardiac catheterization, angioplasty, peripheral angioplasty, atherectomy, stenting and PTCA or other cardiac surgical procedures or services, in any case within a fifty (50) mile radius of the Hospital (the "Territory"), provided that (i) no Member or Affiliate who is a physician shall be prohibited from maintaining his or her staff privileges at any other hospital and (ii) nothing herein shall prohibit a Member or Affiliate from owning up to three percent (3%) of the outstanding capital stock of a company whose stock is publicly traded and listed on a nationally recognized securities exchange or from investing in a publicly traded mutual fund. In addition, DTO Management or its Affiliates may separately operate a mobile catheterization laboratory within the Territory, but only if either DTO Management or an Affiliate thereof is providing such service pursuant to a lease of six (6) months or less to a provider who is already providing cath lab services or if the Investor Manager has elected not to have such service provided by the Company. (c) The Members, including the Managers, have reviewed the term and geographical restrictions included in Section 5.9(b), and in light of the interests of the parties hereto, agree that such restrictions are fair and reasonable. (d) If there is a breach or threatened breach of the provisions of this Section 5.9 of this Agreement, in addition to other remedies at law or equity, the non-breaching party sha...

Other Business of Members. The Members may engage in and/or possess interests in other business ventures of every nature and description, independently or with others; and the Company shall not have any rights by virtue of this Agreement or the existence of this Company in or to such ventures or to the income or profits derived therefrom.

Other Business of Members. Subject to the terms of this Agreement, the terms of the Non-Competition and Right of First Opportunity Agreement and the terms of the Development Agreement, Construction Agreement and Property Management Agreement, the Members, their constituent owners, their Affiliates, and the respective employees and agents of all such parties, shall be free to engage in or possess any interests in other business ventures of any kind, whether or not directly competing with the Company or the Properties, and to exploit other business opportunities, whether or not arising from the conduct of Company business, and the pursuit of such ventures or business opportunities will not be deemed improper for purposes of this Agreement.

Other Business of Members. (a) The Managing Member shall authorize Management to devote to the Fund such efforts as may be necessary to conduct the Fund s business and affairs in an appropriate manner. Any Member and any of its Affiliates may engage in or possess any interest in other investment or investment advisory activities or business ventures of any kind, nature or description, independently or with others, regardless of whether such ventures are competitive with the Fund, and neither the Fund nor any Member shall have any rights or interest by virtue of this Agreement or the Fund or investment advisory relation created hereby or thereby in or to any such independent activities or ventures or in or to the fees, compensation, income or profits derived therefrom. Notwithstanding the foregoing, other than real estate investments made prior to the formation of the Fund, real estate investment in the Existing RiverOak Funds, and real estate acquired by members of Management for personal uses, the members of Management shall not engage in or possess any interest in any competitive investment within the Investment Territory. (b) The Managing Member, Management and their Affiliates may offer to any Member, its Affiliates or any other Person, in any capacity, the opportunity to invest in, or make loans to, any Person in which the Fund acquires or holds an investment, and neither the Fund nor any other Member shall have any right to participate, or any interest, therein by virtue of this Agreement or the Fund or investment advisory relation created hereby or thereby.

Other Business of Members. (a) Subject to (b) below, any Member may engage independently or with others in other business ventures of every nature and description, including without limitation the purchase of medical equipment, the rendering of medical services of any kind, and the making or management of other investments and neither the Company nor any Member shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom, and the pursuit of such ventures. (b) As long as a Member owns a Membership Interest in the Company, and for a period of five (5) years after a Member ceases for any reason to own a Membership Interest in the Company, neither such Member nor any of its Affiliates shall do any of the following: (i) hold, directly or indirectly, any investment ownership or other beneficial equity interest in, or be associated in a consulting, management or advisory role with, any hospital or other facility specializing primarily in the diagnosis or treatment of cardiac or vascular disease within the Territory; (ii) hold, directly or indirectly, any investment ownership or other beneficial equity interest in, or be associated in a consulting, management or advisory role with any Entity, hospital or sole proprietorship which provides any of the following services or facilities: cardiac catheterization, cardiac or peripheral angioplasty, atherectomy, stenting or cardiac or vascular surgical procedures ("Cardiac Services") within a fifty (50) mile radius of the Hospital;

Other Business of Members. (a) Subject to (b) below, any Member, including any Manager, may engage independently or with others in other business ventures of every nature and description, including without limitation the purchase of medical equipment, the rendering of medical services of any kind, and the making or management of other investments and neither the Company nor any Member shall have any right by virtue of this Agreement or the relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom, and the pursuit of such ventures. (b) As long as any Member owns a Membership Interest, and for a period of two (2) years after a Member ceases for any reason to own a Membership Interest, neither a Member nor any of its respective Affiliates shall

Other Business of Members. Any Member may engage independently or with others in other business ventures, or make or manage other investments, without the necessity of informing the LLC or the other Members, or obtaining their consent. Neither the LLC nor any Member shall have any rights in or to such other ventures or activities or to the income or proceeds derived therefrom. The pursuit of such ventures, even if competitive with the business of the LLC, shall not be deemed wrongful or improper.