Common use of Freedom to Pursue Opportunities Clause in Contracts

Freedom to Pursue Opportunities. The parties expressly acknowledge and agree that: (i) each Shareholder, Sponsor Director and Affiliated Officer of the Company has the right to, and shall have no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its subsidiaries, including those deemed to be competing with the Company or any of their subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its subsidiaries; and (ii) in the event that a Shareholder, Sponsor Director or Affiliated Officer of the Company acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its subsidiaries and such Shareholder or any other Person, the Shareholder, Sponsor Director and Affiliated Officer of the Company shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of their subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, its subsidiaries or their respective Affiliates or Shareholders for breach of any duty (contractual or otherwise) by reason of the fact that such Shareholder, Sponsor Director or Affiliated Officer, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company or any of its subsidiaries.

Freedom to Pursue Opportunities. The parties expressly acknowledge and agree that: (i) each ShareholderStockholder, Sponsor Director and Affiliated Officer of the Company has the right to, and shall have no duty (contractual or otherwise) not toto refrain from, (x) directly or indirectly engage engaging in the same or similar business activities or lines of business as the Company or any of its subsidiaries, including those deemed to be competing with the Company or any of their subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its subsidiaries; and (ii) in the event that a Shareholder, Sponsor Director or Affiliated Officer of the Company acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company Corporation or any of its subsidiaries subsidiaries, on the one hand, and such Shareholder Stockholder or any other Person, on the Shareholderother hand, might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, such Stockholder, Sponsor Director and or Affiliated Officer of the Company shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of their its subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, Company or any of its subsidiaries or their respective Affiliates or Shareholders any holder of Common Stock for breach of any duty (contractual or otherwise) by reason of the fact that such ShareholderStockholder, Sponsor Director or Affiliated Officer, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company or any of its subsidiaries.

Freedom to Pursue Opportunities. The parties expressly acknowledge and agree that: (i) each Shareholder, Shareholder and Sponsor Director and Affiliated Officer of the Company has the right to, and shall have no duty (contractual or otherwise) not toto refrain from, (x) directly or indirectly engage engaging in the same or similar business activities or lines of business as the Company or any of its subsidiaries, including those deemed to be competing with the Company or any of their subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its subsidiaries; and (ii) in the event that a Shareholder, Shareholder or Sponsor Director or Affiliated Officer of the Company acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company or any of its subsidiaries subsidiaries, on the one hand, and such Shareholder or any other Person, on the Shareholderother hand, might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, such Shareholder or Sponsor Director and Affiliated Officer of the Company shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of their subsidiariesits subsidiaries or other Shareholders, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, Company or any of its subsidiaries or their respective Affiliates or Shareholders any holder of Equity Securities of the Company for breach of any duty (contractual or otherwise) by reason of the fact that such Shareholder, Shareholder or Sponsor Director or Affiliated OfficerDirector, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company or any of its subsidiariessubsidiaries or other Shareholders.

Freedom to Pursue Opportunities. The parties expressly acknowledge and agree that: (ia) each ShareholderSLP Investor, Sponsor Director each Person appointed or nominated to the Board as a director or observer (each, a “Board Participant”) and Affiliated Officer of the Company has the right to, and shall have no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its subsidiariesSubsidiaries, including those deemed to be competing with the Company or any of their subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its subsidiariesSubsidiaries; and (iib) in the event that a ShareholderSLP Investor, Sponsor Director Board Participant or Affiliated Officer of the Company acquires knowledge of a potential transaction or matter that may be a corporate opportunity for each of the Company or any of its subsidiaries and such Shareholder SLP Investor, Board Participant, Affiliated Officer or any other Person, the ShareholderSLP Investor, Sponsor Director and Board Participant or Affiliated Officer of the Company shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of their subsidiariesits Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, Company or its subsidiaries or their respective Affiliates or Shareholders any of the Management Investors for breach of any duty (contractual or otherwise) by reason of the fact that such ShareholderSLP Investor, Sponsor Director Board Participant or Affiliated Officer, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Personperson, or does not present such opportunity to the Company of any of its Subsidiaries; provided, however, that this Section 6.2 shall not apply to any Board Participant who is also an officer or employee of the Company or any of its subsidiariesSubsidiaries (other than Affiliated Officers).

Freedom to Pursue Opportunities. The Notwithstanding anything in this Agreement to the contrary, the parties expressly acknowledge and agree that: (i) each Shareholder, Sponsor Director and Affiliated Officer of the Company Non-Liable Person has the right to, and shall have no duty (contractual or otherwise) not to, (x) directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its subsidiariesSubsidiaries, including those deemed to be competing with the Company or any of their subsidiaries, or (y) directly or indirectly do business with any client or customer of the Company or any of its subsidiariesSubsidiaries; and (ii) in the event that a Shareholder, Sponsor Director or Affiliated Officer of the Company Non-Liable Person acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of its subsidiaries and such Shareholder or any other Person, the Shareholder, Sponsor Director and Affiliated Officer each of the Company and such Non-Liable Person shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of their subsidiariesits Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, and shall not be liable to the Company, Company or its subsidiaries or their respective Affiliates or Shareholders stockholders for breach of any duty (contractual or otherwise) by reason of the fact that such Shareholder, Sponsor Director or Affiliated OfficerNon-Liable Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Personperson, or does not present such opportunity to the Company Company; provided, that any Principal Stockholder Director who is offered an investment or any business opportunity in his or her capacity as a member of its subsidiariesthe Board shall be obligated to communicate such opportunity to the Company, in which case none of the Principal Stockholder Investors, the Sponsors and their respective Investment Funds and Controlled Affiliates shall be permitted to pursue such opportunity unless the Board determines not to do so.