Common use of Allocation of Corporate Opportunities Clause in Contracts

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: (a) a corporate opportunity offered to any person who is an officer or employee (whether or not a director) of the Corporation and who is also a director but not an officer or employee of a Founding Stockholder shall belong to the Corporation, unless such opportunity is expressly offered to such person primarily in his or her capacity as a director of a Founding Stockholder, in which case such opportunity shall belong to the relevant Founding Stockholder; (b) a corporate opportunity offered to any person who is a director but not an officer or employee of the Corporation and who is also an officer or employee (whether or not a director) of a Founding Stockholder shall belong to the relevant Founding Stockholder, unless such opportunity is expressly offered to such person in his or her capacity as a director of the Corporation, in which case such opportunity shall belong to the Corporation; and (c) a corporate opportunity: (i) offered to any other person who is either (A) an officer or employee of both the Corporation and a Founding Stockholder or (B) a director of both the Corporation and a Founding Stockholder (but not an officer or employee of the Corporation or any Founding Stockholder), and (ii) that is expressly offered to such person (A) in his or her capacity as an officer, employee or director of the Corporation shall belong to the Corporation; and (B) in his or her capacity as an officer, employee or director of a Founding Stockholder shall belong to the relevant Founding Stockholder.

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, director or officer or employee of the Corporation who is also a director, officer or employee of any of the Founding Stockholders a Holder acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both or otherwise of interest to the Corporation and any of the Founding Stockholderssuch Holder, such director, director or officer or employee of the Corporation (a) shall act have fully satisfied and fulfilled the fiduciary duties of such director or officer to the Corporation and its stockholders with respect to such corporate opportunity, (b) shall not be liable to the Corporation or its stockholders for breach of any fiduciary duty with respect to such corporate opportunity by reason of his or her not communicating information regarding such corporate opportunity to the Corporation, and/or such Holder's pursuing or acquiring such corporate opportunity for itself or directing such corporate opportunity to another person, (c) shall be deemed to have acted in good faith and in a manner consistent such person reasonably believes to be in and not opposed to the best interests of the Corporation, and (d) shall be deemed not to have breached his or her duty of loyalty to the Corporation or its stockholders and not to have derived an improper benefit therefrom, if such corporate opportunity belongs to such Holder in accordance with the followingfollowing policy: (ai) a corporate opportunity offered or disclosed to any person who is a director but not an officer of the Corporation and who is also a partner, principal, director, officer, member, manager and/or employee of a Holder shall belong to such Holder, unless such opportunity is expressly offered to such person primarily in his or her capacity as a director of the Corporation, in which case such opportunity shall belong to the Corporation; (ii) a corporate opportunity offered or disclosed to any person who is an officer or employee (whether or not a director) of the Corporation and who is also a partner, principal, director or member, but not an officer or employee manager of a Founding Stockholder Holder shall belong to the Corporation, unless such opportunity is expressly offered to such person primarily in his or her capacity as a partner, principal, director or member of a Founding Stockholdersuch Holder, in which case such opportunity shall belong to the relevant Founding Stockholder;such Holder; and (biii) a corporate opportunity offered or disclosed to any other person who is a director but not an officer or employee manager of both the Corporation and who is also an officer a Holder, or employee (whether a partner, principal, director or not member of both the Corporation and a director) of a Founding Stockholder Holder, shall belong to such Holder or to the relevant Founding StockholderCorporation, unless as the case may be, if such opportunity is expressly offered to such person in his or her capacity as a director of the Corporation, in which case such opportunity shall belong to the Corporation; and (c) a corporate opportunity: (i) offered to any other person who is either (A) an officer or employee of both the Corporation and a Founding Stockholder or (B) a director of both the Corporation and a Founding Stockholder (but not an officer or employee of the Corporation or any Founding Stockholder), and (ii) that is expressly offered to such person (A) primarily in his or her capacity as an officerpartner, employee principal, director, member, officer or director manager of such Holder or of the Corporation Corporation, respectively; otherwise, such opportunity shall belong to the Corporation; and (B) in his or her capacity as an officer, employee or director of a Founding Stockholder shall belong to the relevant Founding Stockholdersuch Holder.

Allocation of Corporate Opportunities. The following provisions shall be applicable to the maximum extent consistent with, and permitted by, applicable Delaware law. (a) In the event that a director, director or officer or employee of the Corporation who is also a directordirector or officer of Golden Gate Private Equity, officer Inc. or employee of any of the Founding Stockholders its Affiliated Companies acquires knowledge of a potential transaction or matter that which may be a corporate opportunity for both the Corporation and or any of the Founding Stockholdersits Affiliated Companies and Golden Gate Private Equity, Inc. or any of its Affiliated Companies, such director, director or officer or employee of the Corporation shall act in good faith have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such corporate opportunity, if such director or officer acts in a manner consistent with the followingfollowing policy: (ai) a corporate opportunity offered to any person who is an officer or employee (whether or not a director) of the Corporation and who is also a director but not an officer or employee of a Founding Stockholder shall belong to the Corporation, unless such opportunity is expressly offered to such person primarily in his or her capacity as a director of a Founding Stockholder, in which case such opportunity shall belong to the relevant Founding Stockholder; (b) a A corporate opportunity offered to any person who is a director but not an or officer or employee of the Corporation Corporation, and who is also an a director or officer of Golden Gate Private Equity, Inc. or employee (whether or not a director) any of a Founding Stockholder its Affiliated Companies, shall belong to the relevant Founding Stockholder, unless Corporation if such opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of the Corporation. (ii) Otherwise, in which case such corporate opportunity shall belong to the Corporation; andGolden Gate Private Equity, Inc. (cb) In the event that a director or officer of the Corporation who is also a director or officer of Limited Brands, Inc. or any of its Affiliated Companies acquires knowledge of a potential transaction or matter which may be a corporate opportunity for the Corporation or any of its Affiliated Companies and Limited Brands, Inc. or any of its Affiliated Companies, such director or officer of the Corporation shall have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation 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 other person who is either (A) an a director or officer of the Corporation, and who is also a director or employee officer of both Limited Brands, Inc. or any of its Affiliated Companies, shall belong to the Corporation and a Founding Stockholder or (B) a director of both the Corporation and a Founding Stockholder (but not an officer or employee of the Corporation or any Founding Stockholder), and (ii) that if such opportunity is expressly offered to such person (A) person in writing solely in his or her capacity as an officer, employee a director or director officer of the Corporation Corporation. (ii) Otherwise, such corporate opportunity shall belong to the Corporation; and (B) in his or her capacity as an officerLimited Brands, employee or director of a Founding Stockholder shall belong to the relevant Founding Stockholder.Inc.