Common use of Information duties Clause in Contracts

Information duties. (a) The Company and the Shareholders agree that, notwithstanding anything to the contrary in any other agreement or at law or in equity, when any of the Shareholders (in their capacity as Shareholders) takes any action under this Agreement to give or withhold its consent in its capacity as a Shareholder, such Person shall, to the fullest extent permitted by law, have no duty to consider the interests of the Company or the other Shareholders or any other shareholders of the Company and may act exclusively in its and its Affiliates’ own interests; provided, however, that the foregoing shall in no way affect the obligations of the parties to comply with the provisions of this Agreement. (b) To the fullest extent permitted by applicable law, the Company, on behalf of itself and its wholly-owned Subsidiaries, hereby renounces any interest or expectancy of the Company and its wholly-owned Subsidiaries in, or in being offered an opportunity to participate in, business opportunities (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company or any of its Subsidiaries or any dealings with customers or clients of the Company or any of its Subsidiaries) that are from time to time presented to an Investor Shareholder (or any director nominated by such Investor Shareholder) while such Investor Shareholder is a holder of Class A Shares or Related Shares, or any of its managers, officers, directors, agents, stockholders, members, partners, Affiliates and Subsidiaries (other than the Company and its wholly-owned Subsidiaries) (each, an “Investor Party”), even if the opportunity is one that the Company or its wholly-owned Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Investor Party (and any director nominated by such Investor Party) shall have no duty to communicate or offer such business opportunity to the Company or any of its wholly-owned Subsidiaries and, to the fullest extent permitted by applicable law, shall not be liable to the Company or any of its wholly-owned Subsidiaries for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such Investor Party pursues or acquires such business opportunity, directs such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its wholly-owned Subsidiaries. Notwithstanding the foregoing, an Investor Party who is a director of the Company or one of its wholly-owned Subsidiaries and who is offered a business opportunity solely in such capacity (a “Directed Opportunity”) shall be obligated to communicate such Directed Opportunity to the Company, provided, however, that all of the protections of this Section 7.13(b) shall otherwise apply to the Investor Party with respect to such Directed Opportunity, including the ability of the Investor Party to pursue or acquire such Directed Opportunity or to direct such Directed Opportunity to another Person; provided, further, that the provisions of this Section 7.13(b) shall in no way limit any confidentiality obligations of a director existing under applicable law. For clarification, neither the Company nor any or its Subsidiaries renounces or waives its ability to pursue, compete for, acquire or otherwise undertake any opportunity, and the Company and its Subsidiaries may do so, whether or not such opportunity is presented or offered to them or to any other Person, including those mentioned above. (c) Without limiting the foregoing, each director nominated by an Investor Shareholder shall recuse himself or herself from any portion of any Board or committee meeting if (i) such director has actual knowledge that the Investor Shareholder that nominated such director, or one of its controlled Affiliates, is engaged in, pursuing or evaluating any business opportunity that such director has actual knowledge that the Company or any of its Subsidiaries is either currently engaged in, pursuing or evaluating and the participation of such director would create a conflict of interest and (ii) such business opportunity is being discussed during such portion of such meeting (provided, that for the avoidance of doubt, no such director shall be deemed to be in breach of his or her obligations pursuant to this sentence so long as such director recuses himself or herself from such portion of such meeting as promptly as practicable following the time in which it becomes reasonably apparent that such business opportunity is being discussed). (d) The Company shall not adopt any governance document, including any committee charters and any corporate governance or other similar board or committee policies, inconsistent with the provisions of this Section 7.13.