Excluded Opportunities. The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity pursuant to Section 122(17) of the DGCL. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Common Stock or Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation, such opportunity is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue, and to the extent the director is permitted to refer that opportunity to the Corporation without violating any legal or contractual obligation. Any amendment, repeal or modification of the foregoing provisions of this Article XII shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.
Excluded Opportunities. (a) The Company agrees and acknowledges that certain Investors may be professional investment entities and may be concurrently invested in other companies, some of which may be deemed competitive with the Company’s business (as currently conducted or as currently propose to be conducted). To the extent permitted under applicable law, prior to the consummation of an IPO by the Company, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity, provided, however, that the foregoing shall not relieve (x) any of the Investors from liability associated with the unauthorized disclosure of the Company’s confidential or proprietary information obtained pursuant to this Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) a Designated Director, or (ii) any holder of Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as an Investor or director of the Company. No amendment or repeal of this Section 6.6 shall apply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the Company for or with respect to any opportunities which such officer, director or stockholder becomes aware prior to such amendment or repeal.
(b) If in conjunction with the anticipated consummation of an IPO the Board approves an amendment (with or without restatement) of the Restated Certificate, as amended and supplemented from time to time, to remove Article IX, Section D, which renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity, as defined therein and herein (or any successor provision substantively addressing the same concept) (the “Excluded Opportunity Amendment”), then the Investors shall each (i) vote at any regular or special meeting of shareh...
Excluded Opportunities. The Company renounces, to the fullest extent permitted by law, any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any Director who is not an employee of the Company or any of its Subsidiaries, or (ii) any holder of Series A Preferred Shares or any partner, member, director, shareholder, employee or agent of any such holder, other than someone who is an employee of the Company or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Company. Any amendment, repeal or modification of the foregoing provisions of this Section 7.06 shall not adversely affect any right or protection of any Director, Officer or other agent of the Company existing at the time of such amendment, repeal or modification.
Excluded Opportunities. The Company acknowledges that the Investors and their affiliates, members, equity holders, director representatives, partners, employees, agents and other related persons are engaged in the business of investing in private and public companies in a wide range of industries, including the industry segment in which the Company operates (the “Company Industry Segment”). Accordingly, the Company and the Investors acknowledge and agree that a Covered Person shall:
(a) have no duty to the Company to refrain from participating as a director, investor or otherwise with respect to any company or other person or entity that is engaged in the Company Industry Segment or is otherwise competitive with the Company, and
(b) in connection with making investment decisions, to the fullest extent permitted by law, have no obligation of confidentiality or other duty to the Company to refrain from using any information, including, but not limited to, market trend and market data, which comes into such Covered Person’s possession, whether as a director, investor or otherwise.
Excluded Opportunities. Notwithstanding anything to the contrary in this Agreement, Holdings LLC and each of the Holders renounces any interest or expectancy of Holdings or any Holder in, or in being offered an opportunity to participate in, or in being informed about, any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any Manager of Holdings LLC who is not an employee or service provider (other than as a Manager) of Holdings LLC or any of its Subsidiaries, or (ii) any Holder of Class A Units or Institutional Investor, or any Affiliate, partner, member, manager, director, equityholder, employee, agent, representative or other related person of any such Holder, other than someone who is an employee of Holdings LLC or any of its Subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a manager of Holdings LLC.
Excluded Opportunities. Notwithstanding anything to the contrary herein, the Company renounces, to the fullest extent permitted by law, any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any Person (each such Person, a “Protected Person”) that is (i) the Preferred Manager or any other Manager who is not an employee of the Company or any of its subsidiaries, or (ii) any holder of Preferred Units or any of their respective partners, members, managers, directors, stockholders, employees or agents (other than someone who is an employee of the Company or any of its subsidiaries), in each case unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Protected Person expressly and solely in such Protected Person’s capacity as a Manager and in the interest of the Company.
Excluded Opportunities. Notwithstanding the foregoing provisions of this Letter Agreement, the Company does not renounce any business opportunity (a) expressly offered to a person in his or her capacity as a director or officer of the Company; (b) offered to, or acquired by, a person while he or she is a full-time employee of the Company; (c) that has been developed using the confidential information of the Company or any of its subsidiaries; (d) relating to Halneuron® (or any successor formulations and/or indications), any acute or chronic pain management therapies, IMC-1, IMC-2 or any form of antiviral therapies, irrespective of indication; or (e) relating to therapies specifically targeting fatigue related disorders.
Excluded Opportunities. The Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any Series A Director who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Series A Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.
Excluded Opportunities. The Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (a) any Series A Director who is not an employee of the Corporation or any of its subsidiaries, or (b) any holder of Series A Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation. FIFTH: All powers of the Corporation, insofar as the same may be lawfully vested by this Amended and Restated Certificate of Incorporation in the Board of Directors, are hereby conferred upon the Board of Directors of the Corporation. In furtherance and not in limitation of that power, the Board of Directors shall have the power to make, adopt, alter, amend and repeal from time to time By-Laws of the Corporation, subject to the right of the stockholders entitled to vote with respect thereto to adopt, alter, amend and repeal By-Laws made by the Board of Directors.
Excluded Opportunities. The Company and each Member acknowledges that the Members and their Affiliates may take advantage of any business or corporate opportunity that may be available to them without offering the Company or the other Member, as the case may be, any such opportunity, informing the Company or the other Member, as the case may be, of the existence of any such opportunity, or giving the Company or the other Member, as the case may be, the right to participate in any such opportunity. The Company and each Member further acknowledges that the Members and their Affiliates may engage in the same or similar activities or lines of business as the Company and shall have no duty or liability to the Company or any other Member arising from engaging in such activities or lines of business, subject to the confidentiality provisions contained in Section 8.4.
