Material Conflict of Interest

Material Conflict of Interest. Means, with respect to a Director regarding any matter requiring a vote of the Board, a conflict of interest arising from (i) such Director or any of his or her Affiliates or Immediate Family Members having a material interest (financial or otherwise) in such matter, other than an interest solely attributable to an equity interest in the Company, or (ii) any legal action involving the Company or any of its subsidiaries, on the one hand, and such Director or any of his or her Affiliates or... Immediate Family Members, on the other. For the avoidance of doubt, with respect to a Founder, any matter involving the enforcement of, or the assertion of a material breach under, an employment agreement of such Founder (including all agreements attached as exhibits to such employment agreement) shall be deemed to give rise to a Material Conflict of Interest. View More