Common use of Certain Understandings and Agreements Clause in Contracts

Certain Understandings and Agreements. The Company realizes that ▇▇▇▇▇▇ has a variety of business interests and relationships with respect to such business investments that are ongoing. The Company understands that ▇▇▇▇▇▇ is not prepared to terminate these interests, relationships or activities in order to enter into this Agreement. After due consideration of these factors, the Company has determined that the benefits to the Company from Geraci’s services under this Agreement outweigh any detriment to the Company from the pursuit by ▇▇▇▇▇▇ of such other interests, relationships or activities while serving under this Agreement. Accordingly, the parties have reached the agreements contained in this Section 7: (a) During the Term, ▇▇▇▇▇▇ shall not be required to devote his full business time and attention to his duties under this Agreement, but shall devote such time as he believes, in his judgment, is necessary to fulfill his obligations under this Agreement. In this regard, the Company has determined to rely on Geraci’s professionalism and his determination with such matters and any such determination shall not subject ▇▇▇▇▇▇ to any liability under this Agreement, although the Company retains the right to terminate this Agreement as provided herein. (b) The Company realizes that in the course of his activities during the Term, ▇▇▇▇▇▇ may identify, develop or become aware of investment opportunities that are suitable for the Company (“Opportunities”). Opportunities may also be suitable investments for ▇▇▇▇▇▇ or other entities in which ▇▇▇▇▇▇ has an interest or others with whom ▇▇▇▇▇▇ has a relationship (collectively, “Other Parties”). ▇▇▇▇▇▇ agrees that any Opportunities that come to him from a director, officer or employee of the Company or which are submitted to him during the Term in his capacity as a officer or director of the Company or which are primarily investments in the types of securities in which the Company might invest shall be Opportunities of the Company (“Company Opportunities”), and ▇▇▇▇▇▇ will not pursue any such Company Opportunity with any Other Parties, unless (i) ▇▇▇▇▇▇ shall have determined that such Company Opportunity is not suitable for the Company and (ii) the Board, including a majority of the directors on the Board who are not “interested persons” as defined under the 1940 Act, shall have concurred with such determination. With respect to all other Opportunities other than Company Opportunities, ▇▇▇▇▇▇ shall have no obligation to offer such Opportunity to the Company and shall use his own judgment in determining whether to allocate such Opportunity to the Company or to Other Parties, and ▇▇▇▇▇▇ shall have no liability to the Company with respect to any such allocation. Notwithstanding the foregoing, ▇▇▇▇▇▇ may pursue a Company Opportunity on behalf of both the Company and the Other Parties, subject to compliance with applicable law, regulation and any applicable order granted by the United States Securities and Exchange Commission.

Appears in 1 contract

Sources: Employment Agreement (Mill City Ventures III, LTD)

Certain Understandings and Agreements. The Company realizes that ▇▇▇▇▇▇▇▇ has a variety of business interests and relationships with respect to such business investments that are ongoing. The Company understands that ▇▇▇▇▇▇▇▇ is not prepared to terminate these interests, relationships or activities in order to enter into this Agreement. After due consideration of these factors, the Company has determined that the benefits to the Company from Geraci’s ▇▇▇▇▇▇▇▇’▇ services under this Agreement outweigh any detriment to the Company from the pursuit by ▇▇▇▇▇▇▇▇ of such other interests, relationships or activities while serving under this Agreement. Accordingly, the parties have reached the agreements contained in this Section 7: (a) During the Term, ▇▇▇▇▇▇▇▇ shall not be required to devote his full business time and attention to his duties under this Agreement, but shall devote such time as he believes, in his judgment, is necessary to fulfill his obligations under this Agreement. In this regard, the Company has determined to rely on Geraci’s ▇▇▇▇▇▇▇▇’▇ professionalism and his determination with such matters and any such determination shall not subject ▇▇▇▇▇▇▇▇ to any liability under this Agreement, although the Company retains the right to terminate this Agreement as provided herein. (b) The Company realizes that in the course of his activities during the Term, ▇▇▇▇▇▇▇▇ may identify, develop or become aware of investment opportunities that are suitable for the Company (“Opportunities”). Opportunities may also be suitable investments for ▇▇▇▇▇▇▇▇ or other entities in which ▇▇▇▇▇▇▇▇ has an interest or others with whom ▇▇▇▇▇▇▇▇ has a relationship (collectively, “Other Parties”). ▇▇▇▇▇▇▇▇ agrees that any Opportunities that come to him from a director, officer or employee of the Company or which are submitted to him during the Term in his capacity as a officer or director of the Company or which are primarily investments in the types of securities in which the Company might invest shall be Opportunities of the Company (“Company Opportunities”), and ▇▇▇▇▇▇▇▇ will not pursue any such Company Opportunity with any Other Parties, unless (i) ▇▇▇▇▇▇▇▇ shall have determined that such Company Opportunity is not suitable for the Company and (ii) the Board, including a majority of the directors on the Board who are not “interested persons” as defined under the 1940 Act, shall have concurred with such determination. With respect to all other Opportunities other than Company Opportunities, ▇▇▇▇▇▇▇▇ shall have no obligation to offer such Opportunity to the Company and shall use his own judgment in determining whether to allocate such Opportunity to the Company or to Other Parties, and ▇▇▇▇▇▇▇▇ shall have no liability to the Company with respect to any such allocation. Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇ may pursue a Company Opportunity on behalf of both the Company and the Other Parties, subject to compliance with applicable law, regulation and any applicable order granted by the United States Securities and Exchange Commission.

Appears in 1 contract

Sources: Employment Agreement (Mill City Ventures III, LTD)

Certain Understandings and Agreements. 6.1 The Company realizes that Tokarz has an extensive background i▇ ▇▇▇▇cting corporate transactions for himself and his affiliated entities, in participation with others, and on behalf of others. The Company realizes that, due to the extent of his background, Tokarz has a variety of business int▇▇▇▇▇▇ has a variety of business interests and relationships with respect to such business investments transaction activities that are ongoing. The Company understands that Tokarz is not prepared to terminate ▇▇▇▇▇ is not prepared to terminate these interests, relationships or activities in order to enter into this Agreement. After due consideration of these factorsfactors and in consideration of the powers conferred under Section 122(17) of the Delaware General Corporation Law, the Company has determined that the benefits to the Company from Geraci’s Tokarz's services under this Agreement outweigh Agreeme▇▇ ▇▇▇▇▇igh any detriment to the Company from the pursuit by Tokarz of such other interests, rela▇▇▇▇▇▇ of such other interests, relationships ▇ips or activities while serving under this Agreement. Accordingly, the parties Company and Tokarz have reached the agreements contained in this Section 7: (a) During the Term, c▇▇▇▇▇▇ed in this Section 6. 6.2 During the Management Term, Tokarz shall not be required to devote his devo▇▇ ▇▇▇ full business time and attention to his duties under this Agreement, but shall devote such time as he believes, in his judgment, is necessary to fulfill his obligations under this Agreement. In this regard, the Company has determined to rely on Geraci’s Tokarz's professionalism and his determination det▇▇▇▇▇▇▇▇on with such matters and any such determination shall not subject Tokarz to any liability under this A▇▇▇▇▇▇ to any liability under this Agreement▇nt, although the Company retains the right to terminate this Agreement as provided herein. (b) 6.3 The Company realizes that in the course of his activities during the Management Term, ▇▇▇▇▇▇ Tokarz may identify, develop or become aware beco▇▇ ▇▇▇re of investment opportunities that are suitable for the Company ("Opportunities"). Opportunities may also be suitable investments for ▇▇▇▇▇▇ Tokarz or other entities in which ▇▇To▇▇▇▇ has ▇as an interest or others with whom ▇▇wit▇ ▇▇▇▇ Tokarz has a relationship (collectivelycollectiv▇▇▇, "Other Parties"). ▇▇Tokarz agrees that any Opportunities ▇▇▇▇ agrees that any Opportunities that come to him from a director, officer or employee of the Company or which are submitted to him during the Management Term in his capacity as a officer or director of the Company or which are primarily investments in the types of debt securities in which the Company might invest (including debt securities, and any mezzanine investment, including mezzanine investments with an equity component) shall be Opportunities of the Company ("Company Opportunities"), and ▇▇▇▇▇▇ Tokarz will not pursue any such Company Opportunity Comp▇▇▇ ▇▇portunity with any Other Parties, unless (i) ▇▇▇▇▇▇ Tokarz shall have determined that such Company su▇▇ ▇▇▇pany Opportunity is not suitable for the Company and (ii) the Board, including a majority of the directors on the Board who are not “interested persons” as defined under the 1940 Act, shall have concurred with such determination. With respect to all other Opportunities other than Company Opportunities, ▇▇▇▇▇▇ Tokarz shall have no obligation to offer such o▇▇▇▇ ▇uch Opportunity to the Company and shall use his own judgment in determining whether to allocate such Opportunity to the Company or to Other Parties, and ▇▇▇▇▇▇ Tokarz shall have no liability to the Company th▇ ▇▇▇▇any with respect to any such allocation. Notwithstanding the foregoing, ▇▇▇▇▇▇ Tokarz may pursue a Company Opportunity on Opportun▇▇▇ ▇▇ behalf of both the Company and the Other Parties, subject to compliance with applicable law, regulation and any applicable order granted by the United States Securities and Exchange Commission.

Appears in 1 contract

Sources: Employment Agreement (Mevc Draper Fisher Jurvetson Fund I Inc)