Common use of Competitive Opportunity Clause in Contracts

Competitive Opportunity. Notwithstanding anything to the contrary in this Agreement, the Company and each Party (other than the Majority Shareholder) (i) acknowledges and affirms that the Majority Shareholder and its Affiliates, employees, directors, partners and members, including, as the case may be, any member of the Board appointed by the Majority Shareholder and, as the case may be, any Board observer (collectively, the “Majority Group”) (x) have participated (directly or indirectly) and will continue to participate (directly or indirectly) in various other business activities (“Other Majority Business Activities”), including Other Majority Business Activities engaged in various aspects of businesses similar to those engaged in by the Company and its Subsidiaries that may, are or will be competitive with the Company’s or any of its Subsidiaries’ businesses or that could be suitable for the Company’s or any of its Subsidiaries’ interests, (y) may develop or become aware of business opportunities for Other Majority Business Activities; and (z) may or will, as a result of the nature of the Majority Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (ii) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Majority Business Activities or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (x) — (z) (collectively, the “Renounced Majority Business Opportunities”)), and (iii) acknowledges and affirms that no member of Majority Group, including any member of the Board appointed by the Majority Shareholder or any Board observer, shall have any obligation to communicate or offer any Renounced Majority Business Opportunity to the Company or any of its Subsidiaries or any other Party, and any member of Majority Group may pursue any Renounced Majority Business Opportunity.

Competitive Opportunity. If any Stockholder or any of its Affiliates acquires knowledge of a potential transaction or matter which may be an investment or business opportunity or prospective economic or competitive advantage in which the Company could have an interest or expectancy (a “Competitive Opportunity”) or otherwise is then exploiting any Competitive Opportunity, then, except with respect to any Competitive Opportunity described in the following sentence of this Section 6.12, the Company shall have no interest in, and no expectation that, such Competitive Opportunity be offered to it, any such interest or expectation being hereby renounced so that each Stockholder (other than any such Stockholder who is bound by any employment, consulting, non-competition or other agreements that prohibit such actions) shall (i) have no duty to communicate or present such Competitive Opportunity to the Company and (ii) have the right to hold any such Competitive Opportunity for such Stockholder’s (and its agents’, partners’ or Affiliates’) own account and benefit or to recommend, assign or otherwise transfer such Competitive Opportunity to Persons other than the Company or any Affiliate of the Company. Notwithstanding the foregoing, as long as the OEP Stockholders have a right to designate an Investor Designee and to the extent that the Company identifies a Competitive Opportunity to an Investor Designee that (i) the Investor Designee and the OEP Stockholders did not have knowledge of prior to receipt of such notice, (ii) the Board of Directors resolves to cause the Company to pursue, and (iii) the Board of Directors determines the Company has or is reasonably capable of obtaining the requisite funding to pursue, then no OEP Stockholder may seek the assistance of such Investor Designee, and such Investor Designee shall not assist any OEP Stockholder, in pursuing such Competitive Opportunity until such time as the Company ceases to pursue such Competitive Opportunity. Notwithstanding anything to the contrary contained in this AgreementAgreement or any other agreement, the Company and each Party (other than the Majority Shareholder) (i) acknowledges and affirms that the Majority Shareholder and its Affiliates, employees, directors, partners and members, including, as the case may be, any member none of the Board appointed by provisions of this Agreement or any other agreement shall in any way limit the Majority Shareholder and, as activities of the case may be, any Board observer (collectively, the “Majority Group”) (x) have participated (directly or indirectly) OEP Stockholders and will continue their Affiliates in their businesses unrelated to participate (directly or indirectly) in various other business activities (“Other Majority Business Activities”), including Other Majority Business Activities engaged in various aspects of businesses similar to those engaged in by the Company and its Subsidiaries that may, are or will be competitive with the Company’s or any of its Subsidiaries’ businesses or that could be suitable for the Company’s or any of its Subsidiaries’ interests, (y) may develop or become aware of business opportunities for Other Majority Business Activities; and (z) may or will, as a result of the nature of the Majority Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (ii) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Majority Business Activities or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (x) — (z) (collectively, the “Renounced Majority Business Opportunities”)), and (iii) acknowledges and affirms that no member of Majority Group, including any member of the Board appointed by the Majority Shareholder or any Board observer, shall have any obligation to communicate or offer any Renounced Majority Business Opportunity to the Company or any of its Subsidiaries or any other Party, and any member of Majority Group may pursue any Renounced Majority Business Opportunitymaking investments.