Common use of Corporate Opportunity Matters Clause in Contracts

Corporate Opportunity Matters. 1. Except as set forth in Section (E)(2) of this Article VI, to the extent permitted by the DGCL, if any non-employee director (or any of his or her affiliates) acquires knowledge of a potential transaction or matter which may be a corporate opportunity in the same or similar activity or line of business as the Corporation, the Corporation shall have no interest or expectancy in being offered by such non-employee director any opportunity to participate in such corporate opportunity, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation and without limiting the scope of such renunciation, such person (a) shall have no duty to communicate or present such corporate opportunity to the Corporation and (b) shall have the right to hold any such corporate opportunity for its (and its officers’, directors’, agents’, stockholders’ or affiliates’) own account or to recommend, sell, assign or transfer such corporate opportunity to any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental entity or other entity of any kind or nature (each, a “Person”) other than the Corporation; provided, however, that the foregoing shall not preclude or prevent the Corporation from pursuing any corporate opportunity that may be presented to it by any means. 2. Notwithstanding the provisions of Section (E)(1) of this Article VI, the Corporation does not renounce any interest or expectancy it may have in any corporate opportunity that is offered to any non-employee director, if such opportunity is expressly offered to such non-employee director (or his or her affiliates) solely in, and as a direct result of, his or her capacity as a director of the Corporation.

Corporate Opportunity Matters. 1. (a) Except as set forth in Section (E)(24.1(b) of this Article VIbelow, to in the extent permitted by the DGCL, if any non-employee director event that a Stockholder Director (or any of his or her affiliatesAffiliates) acquires knowledge of a potential transaction or matter which may be a corporate opportunity in the same or similar activity or line of business as the CorporationPublic Company, the Corporation Public Company shall have no interest or expectancy in being offered by such non-employee director Stockholder Director any opportunity to participate in such corporate opportunity, any such interest or expectancy being hereby renouncedrenounced to the fullest extent permitted by Law, so that, as a result of such renunciation and without limiting the scope of such renunciation, such person Stockholder Director (ai) shall have no duty to communicate or present such corporate opportunity to the Corporation and Public Company, (bii) shall have the right to hold any such corporate opportunity for its (and its officers’, directors’, agents’, stockholders’ or affiliatesRepresentatives’) own account or to recommend, sell, assign or transfer such corporate opportunity to any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental entity or other entity of any kind or nature (each, a “Person”) Person other than Public Company, and (iii) shall not be in breach of the Corporationfiduciary duties of such Stockholder Director acting in good faith for withholding or exercising such right; provided, however, that the foregoing shall not preclude or prevent the Corporation Public Company from pursuing any corporate opportunity that may be presented to it by any means. 2. (b) Notwithstanding the provisions of Section (E)(14.1(a) of this Article VIabove, the Corporation Public Company does not renounce any interest or expectancy it may have in any corporate opportunity that is offered to any non-employee directora Stockholder Director, if such opportunity is expressly offered to such non-employee director Stockholder Director (or his or her affiliatesAffiliates) solely in, and as a direct result of, his or her capacity as a director of the CorporationPublic Company.

Corporate Opportunity Matters. 1. Except as set forth in Section (E)(2) of this Article VI, to the extent permitted by the DGCL, if any non-employee director (or any of his or her affiliates) acquires knowledge of a potential transaction or matter which may be a corporate opportunity in the same or similar activity or line of business as the Corporation, the Corporation shall have no interest or expectancy in being offered by such non-employee director any opportunity to participate in such corporate opportunity, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation and without limiting the scope of such renunciation, such person (a) shall have no duty to communicate or present such corporate opportunity to the Corporation and (b) shall have the right to hold any such corporate opportunity for its (and its officers’', directors’', agents’', stockholders’ ' or affiliates’') own account or to recommend, sell, assign or transfer such corporate opportunity to any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental entity or other entity of any kind or nature (each, a “Person”) other than the Corporation; provided, however, that the foregoing shall not preclude or prevent the Corporation from pursuing any corporate opportunity that may be presented to it by any means. 2. Notwithstanding the provisions of Section (E)(1) of this Article VI, the Corporation does not renounce any interest or expectancy it may have in any corporate opportunity that is offered to any non-employee director, if such opportunity is expressly offered to such non-employee director (or his or her affiliates) solely in, and as a direct result of, his or her capacity as a director of the Corporation.