Common use of Business Opportunity Clause in Contracts

Business Opportunity. To the fullest extent permitted by applicable law and the Company’s Charter, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Company and any Institutional Shareholder. No Institutional Shareholder nor any of its Affiliates shall have any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Company or developing or marketing any products or services that compete, directly or indirectly, with those of the Company, (ii) investing or owning any interest publicly or privately in, or developing a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or (iii) doing business with any client or customer of the Company (each of the activities referred to in clauses (i)-(iii), a “Competing Activity”); provided that, with respect to each Competing Activity in which an Institutional Shareholder engages, such Institutional Shareholder shall, and shall cause its Affiliates to, use its reasonable best efforts to (A) avoid taking any actions that would be reasonably likely to have a significant adverse regulatory impact on the Company and the Subsidiaries, taken as a whole, and (B) implement appropriate internal controls to protect Confidential Information in a manner consistent with the obligations of such Institutional Shareholder pursuant to Section 6.01.

Business Opportunity. To the fullest extent permitted by applicable law and the Company’s Charter, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Company and any Institutional Shareholder. No Institutional Shareholder nor any of its Affiliates shall have any obligation to refrain from (i) engaging in the same or similar activities or lines of business as the Company or developing or marketing any products or services that compete, directly or indirectly, with those of the Company, (ii) investing or owning any interest publicly or privately in, or developing a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or (iii) doing business with any client or customer of the Company (each of the activities referred referre d to in clauses (i)-(iii), a “Competing Activity”); provided that, with respect to each Competing Activity in which an Institutional Shareholder engages, such Institutional Shareholder shall, and shall cause its Affiliates to, use its reasonable best efforts to (A) avoid taking any actions that would be reasonably likely to have a significant adverse regulatory impact on the Company and the Subsidiaries, taken as a whole, and (B) implement appropriate internal controls to protect Confidential Information in a manner consistent with the obligations of such Institutional Shareholder pursuant to Section ‎Section 6.01.