Allocation of Corporate Opportunities. (a) In the event that a director, officer or employee of any member of the Paragon Group who is also a director, officer or employee of any member of the Noble Group acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both a member of the Paragon Group and a member of the Noble Group, Noble and Paragon shall act, and shall cause such director, officer or employee to act, in a manner consistent with the following: a corporate opportunity offered to any person who is a director, officer or employee of any member of the Paragon Group, and who is also a director, officer or employee of any member of the Noble Group shall belong to the Noble Group, and the Paragon Group shall not pursue such opportunity, unless such opportunity is expressly offered to such person primarily in his or her capacity as a director, officer or employee of any member of the Paragon Group, in which case such opportunity shall belong to the Paragon Group, and the Noble Group shall not pursue such opportunity.
Allocation of Corporate Opportunities. The following provisions shall be applicable to the maximum extent consistent with, and permitted by, applicable Delaware law. In the event that a director, officer or employee of the Corporation who is also a director, officer or employee of any of the Founding Stockholders acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Corporation and any of the Founding Stockholders, such director, officer or employee of the Corporation shall act in good faith in a manner consistent with the following:
Allocation of Corporate Opportunities a. To the maximum extent permitted by applicable Delaware law, in the event that a director, officer or employee of the Corporation who is also a Founding Stockholder or Specified Party acquires knowledge of a potential transaction or matter that may be a corporate opportunity or otherwise is then exploiting any corporate opportunity, subject to Section 3(b) of this Article Tenth, the Corporation shall have no interest in such corporate opportunity and no expectation that any corporate opportunity be offered to the Corporation, any such interest or expectation being hereby renounced, so that, as a result of such renunciation, and for the avoidance of doubt, such Founding Stockholder or Specified Party (i) shall have no duty to communicate or present such corporate opportunity to the Corporation, (ii) shall have the right to hold any such corporate opportunity for its own account or to recommend, sell, assign or transfer such corporate opportunity to persons other than the Corporation and (iii) shall not breach any fiduciary duty to the Corporation by reason of the fact that such Founding Stockholder or Specified Party pursues or acquires any such corporate opportunity for itself or directs, sells, assigns or transfers such corporate opportunity to another person or does not communicate information regarding such corporate opportunity to the Corporation.
Allocation of Corporate Opportunities. In the event that a director of the Company or any of its Subsidiaries who is also a partner, principal, director, officer, member, manager or employee of a Corporate Opportunity Entity acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its Subsidiaries and any Corporate Opportunity Entity, neither the Company nor any of its Subsidiaries shall have any expectancy in such corporate opportunity, unless such corporate opportunity is expressly offered to such person in his or her capacity as a director of the Company or as a director of such Company Subsidiary.
Allocation of Corporate Opportunities. In the event that a director or officer of the Managing Member or the Company who is also a partner, principal, director, officer, member, manager or employee of a BlackRock Member or a Highfields Member or any of their respective Affiliates acquires knowledge of a potential transaction or matter which may be a corporate opportunity for the Managing Member, the Company or any of the Subsidiaries and a BlackRock Member or a Highfields Member or any of their respective Affiliates, neither the Company, the Subsidiaries or any Member shall, to the fullest extent permitted by law, have any expectancy in such corporate opportunity unless such corporate opportunity is expressly offered to such person in his or her capacity as a director or officer of the Company or the Managing Member.
Allocation of Corporate Opportunities. In the event that a director or officer of the Corporation, the OP or any of their respective subsidiaries who is also a partner, principal, director, officer, member, manager, employee, consultant, independent contractor and/or other service provider of any of the Ownership Group acquires knowledge of a potential transaction or matter which may be a corporate opportunity for the Corporation, the OP or any of their respective subsidiaries and the Ownership Group or their affiliates, neither the Corporation, the OP nor any of their respective subsidiaries shall have any expectancy in such corporate opportunity unless such corporate opportunity is expressly offered to such person in his or her capacity as a director or officer of the Corporation in which case such opportunity shall belong to the Corporation.
Allocation of Corporate Opportunities. Notwithstanding anything to the contrary in Section 12.2, the Corporation does not renounce its interest in any Competitive Opportunity offered to any director of the Corporation if such opportunity is expressly offered to such person solely in his or her capacity as a director of the Corporation, and the provisions of Section 12.2 of this Article XII shall not apply to any such Competitive Opportunity.
Allocation of Corporate Opportunities. In the event that a director or Board observer of the Company or any Company Subsidiary who is also a partner, principal, director, officer, member, manager and/or employee of JLL, the JLL Member, BlackRock, or DLJMB or any of their respective Affiliates (including Credit Suisse) acquires knowledge of a potential transaction or matter which may be a corporate opportunity for the Company or any of the Company Subsidiaries and JLL, the JLL Member, BlackRock, Peach, DLJMB or their respective Affiliates (including Credit Suisse), neither the Company nor any of the Company Subsidiaries shall have any expectancy in such corporate opportunity. In the event that any other director of the Company or any Company Subsidiary acquires knowledge of a potential transaction or matter which may be a corporate opportunity for the Company or any of the Company Subsidiaries, neither the Company nor any of the Company Subsidiaries shall have any expectancy in such corporate opportunity unless such potential transaction or matter was presented to such director expressly in his or her capacity as such.
Allocation of Corporate Opportunities. As ------------------------------------- to any corporate opportunity outside the scope of the Base Business which may be presented to BAMSI or BAC or any Affiliate and which could reasonably be expected to be related to the Base Business, BAC shall be entitled to determine the allocation thereof based upon its evaluation of the best interests of the BAC stockholders under the circumstances.
Allocation of Corporate Opportunities. Notwithstanding the foregoing provision of this Section 4.9, the Company does not renounce its interest in any corporate opportunity offered to any Associated Director (including any Associated Director who serves as an officer of the Company) if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company, and the provisions of Section 4.9(b) shall not apply to any such corporate opportunity.
