Common use of No Restrictions on Corporate Opportunities Clause in Contracts

No Restrictions on Corporate Opportunities. (a) In the event that Dover or any other member of the Dover Group, or any director or officer of Dover or any other member of the Dover Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover or any other member of the Dover Group and Apergy or any other member of the Apergy Group, neither Dover nor any other member of the Dover Group, nor any director or officer of Dover or any other member of the Dover Group, shall have any duty to communicate or present such corporate opportunity to Apergy or any other member of the Apergy Group and shall not be liable to Apergy or any other member of the Apergy Group or to Apergy’s stockholders for breach of any fiduciary duty as a stockholder of Apergy or an officer or director thereof by reason of the fact that Dover or any other member of the Dover Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to Apergy or any other member of the Apergy Group. (b) In the event that Apergy or any other member of the Apergy Group, or any director or officer of Apergy or any other member of the Apergy Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover or any other member of the Dover Group and Apergy or any other member of the Apergy Group, neither Apergy nor any other member of the Apergy Group, nor any director or officer of Apergy or any other member of the Apergy Group, shall have any duty to communicate or present such corporate opportunity to Dover or any other member of the Dover Group and shall not be liable to Dover or any other member of the Dover Group or to Dover’s stockholders for breach of any fiduciary duty as a stockholder of Dover or an officer or director thereof by reason of the fact that Apergy or any other member of the Apergy Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to Dover or any other member of the Dover Group. (c) For the avoidance of doubt, to the extent that any person who is a director or officer of Dover or any other member of the Dover Group is also a director or officer of Apergy or any other member of the Apergy Group, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Apergy or any other member of the Apergy Group and shall not be liable to Apergy or any other member of the Apergy Group or to Apergy’s stockholders for breach of any fiduciary duty as an officer or director of Apergy by reason of the fact that Dover or any other member of the Dover Group pursues or acquires such corporate opportunity, directs such corporate opportunity to another Person or does not present such corporate opportunity to Apergy or any other member of the Apergy Group. (d) For the purposes of this Section 5.4, “corporate opportunities” of Apergy or any other member of the Apergy Group shall include business opportunities that are, by their nature, in a line of business of Apergy or any other member of the Apergy Group, including the Apergy Business, are of practical advantage to them and are ones in which Apergy or any other member of the Apergy Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Dover or any other member of the Dover Group or any of their officers or directors will be brought into conflict with that of Apergy or any other member of the Apergy Group, and “corporate opportunities” of Dover or any other member of the Dover Group shall include business opportunities that are, by their nature, in a line of business of Dover or any other member of the Dover Group, including the Dover Business, are of practical advantage to them and are ones in which Dover or any other member of the Dover Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Apergy or any other member of the Apergy Group or any of their officers or directors will be brought into conflict with that of Dover or any other member of the Dover Group.

No Restrictions on Corporate Opportunities. (a) In the event that Dover or any other member of the Dover Group, or any director or officer of Dover or any other member of the Dover Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover or any other member of the Dover Group and Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group, neither Dover nor any other member of the Dover Group, nor any director or officer of Dover or any other member of the Dover Group, shall have any duty to communicate or present such corporate opportunity to Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group and shall not be liable to Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group or to Apergy’s Xxxxxxx’ stockholders for breach of any fiduciary duty as a stockholder of Apergy Xxxxxxx or an officer or director thereof by reason of the fact that Dover or any other member of the Dover Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group. (b) In the event that Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group, or any director or officer of Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover or any other member of the Dover Group and Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group, neither Apergy Xxxxxxx nor any other member of the Apergy Xxxxxxx Group, nor any director or officer of Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group, shall have any duty to communicate or present such corporate opportunity to Dover or any other member of the Dover Group and shall not be liable to Dover or any other member of the Dover Group or to Dover’s stockholders for breach of any fiduciary duty as a stockholder of Dover or an officer or director thereof by reason of the fact that Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Dover or any other member of the Dover Group. (c) For the avoidance of doubt, to the extent that any person who is a director or officer of Dover or any other member of the Dover Group is also a director or officer of Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group and shall not be liable to Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group or to Apergy’s Xxxxxxx’ stockholders for breach of any fiduciary duty as an officer or director of Apergy Xxxxxxx by reason of the fact that Dover or any other member of the Dover Group pursues or acquires such corporate opportunity, directs such corporate opportunity to another Person Person, or does not present such corporate opportunity to Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group. (d) For the purposes of this Section 5.4, “corporate opportunities” of Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group shall include include, but not be limited to, business opportunities that are, by their nature, in a line of business of Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group, including the Apergy Xxxxxxx Business, are of practical advantage to them and are ones in which Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Dover or any other member of the Dover Group or any of their officers or directors will be brought into conflict with that of Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group, and “corporate opportunities” of Dover or any other member of the Dover Group shall include include, but not be limited to, business opportunities that are, by their nature, in a line of business of Dover or any other member of the Dover Group, including the Dover Business, are of practical advantage to them and are ones in which Dover or any other member of the Dover Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Apergy Xxxxxxx or any other member of the Apergy Xxxxxxx Group or any of their officers or directors will be brought into conflict with that of Dover or any other member of the Dover Group.

No Restrictions on Corporate Opportunities. (a) In the event that Dover Crane NXT, Co. or any other member of the Dover its Group, or any director or officer of Dover Crane NXT, Co. or any other member of the Dover its Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover Crane NXT, Co. or any other member of the Dover its Group and Apergy Crane Company or any other member of the Apergy its Group, neither Dover Crane NXT, Co. nor any other member of the Dover its Group, nor any director or officer of Dover Crane NXT, Co. or any other member of the Dover its Group, shall have any duty to communicate or present such corporate opportunity to Apergy Crane Company or any other member of the Apergy Crane Company Group and shall not be liable to Apergy Crane Company or any other member of the Apergy Crane Company Group or to ApergyCrane Company’s stockholders for breach of any fiduciary duty as a stockholder of Apergy Crane Company or an officer or director thereof by reason of the fact that Dover Crane NXT, Co. or any other member of the Dover its Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to Apergy Crane Company or any other member of the Apergy Crane Company Group. (b) In the event that Apergy Crane Company or any other member of the Apergy Crane Company Group, or any director or officer of Apergy Crane Company or any other member of the Apergy Crane Company Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover Crane NXT, Co. or any other member of its Group and Crane Company or any other member of the Dover Group and Apergy or any other member of the Apergy Crane Company Group, neither Apergy Crane Company nor any other member of the Apergy Crane Company Group, nor any director or officer of Apergy Crane Company or any other member of the Apergy Crane Company Group, shall have any duty to communicate or present such corporate opportunity to Dover Crane NXT, Co. or any other member of the Dover its Group and shall not be liable to Dover Crane NXT, Co. or any other member of the Dover its Group or to DoverCrane NXT, Co.’s stockholders for breach of any fiduciary duty as a stockholder of Dover Crane NXT, Co. or an officer or director thereof by reason of the fact that Apergy Crane Company or any other member of the Apergy Crane Company Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to Dover Crane NXT, Co. or any other member of the Dover its Group. (c) For the avoidance of doubt, to the extent that any person who is a director or officer of Dover or any other member of the Dover Group is also a director or officer of Apergy or any other member of the Apergy Group, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Apergy or any other member of the Apergy Group and shall not be liable to Apergy or any other member of the Apergy Group or to Apergy’s stockholders for breach of any fiduciary duty as an officer or director of Apergy by reason of the fact that Dover or any other member of the Dover Group pursues or acquires such corporate opportunity, directs such corporate opportunity to another Person or does not present such corporate opportunity to Apergy or any other member of the Apergy Group. (d) For the purposes of this Section 5.4, “corporate opportunities” of Apergy or any other member of the Apergy Group shall include business opportunities that are, by their nature, in a line of business of Apergy or any other member of the Apergy Group, including the Apergy Business, are of practical advantage to them and are ones in which Apergy or any other member of the Apergy Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Dover or any other member of the Dover Group or any of their officers or directors will be brought into conflict with that of Apergy or any other member of the Apergy Group, and “corporate opportunities” of Dover or any other member of the Dover Group shall include business opportunities that are, by their nature, in a line of business of Dover or any other member of the Dover Group, including the Dover Business, are of practical advantage to them and are ones in which Dover or any other member of the Dover Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Apergy or any other member of the Apergy Group or any of their officers or directors will be brought into conflict with that of Dover or any other member of the Dover Group.

No Restrictions on Corporate Opportunities. (a) In the event that Dover Trinity or any other member of the Dover Trinity Group, or any director or officer of Dover Trinity or any other member of the Dover Trinity Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover Trinity or any other member of the Dover Trinity Group and Apergy Arcosa or any other member of the Apergy Arcosa Group, neither Dover Trinity nor any other member of the Dover Trinity Group, nor any director or officer of Dover Trinity or any other member of the Dover Trinity Group, shall have any duty to communicate or present such corporate opportunity to Apergy Arcosa or any other member of the Apergy Arcosa Group and shall not be liable to Apergy Arcosa or any other member of the Apergy Arcosa Group or to Apergy’s Arcosa's stockholders for breach of any fiduciary duty as a stockholder of Apergy Arcosa or an officer or director thereof by reason of the fact that Dover Trinity or any other member of the Dover Trinity Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Apergy Arcosa or any other member of the Apergy Arcosa Group. (b) In the event that Apergy Arcosa or any other member of the Apergy Arcosa Group, or any director or officer of Apergy Arcosa or any other member of the Apergy Arcosa Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover Trinity or any other member of the Dover Trinity Group and Apergy Arcosa or any other member of the Apergy Arcosa Group, neither Apergy Arcosa nor any other member of the Apergy Arcosa Group, nor any director or officer of Apergy Arcosa or any other member of the Apergy Arcosa Group, shall have any duty to communicate or present such corporate opportunity to Dover Trinity or any other member of the Dover Trinity Group and shall not be liable to Dover Trinity or any other member of the Dover Trinity Group or to Dover’s Trinity's stockholders for breach of any fiduciary duty as a stockholder of Dover Trinity or an officer or director thereof by reason of the fact that Apergy Arcosa or any other member of the Apergy Arcosa Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Dover Trinity or any other member of the Dover Trinity Group. (c) For the avoidance purposes of doubtthis Section 5.3, to the extent that any person who is a director or officer "corporate opportunities" of Dover Arcosa or any other member of the Dover Arcosa Group is also a director or officer of Apergy or any other member of the Apergy Groupshall include, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Apergy or any other member of the Apergy Group and shall but not be liable to Apergy or any other member of the Apergy Group or to Apergy’s stockholders for breach of any fiduciary duty as an officer or director of Apergy by reason of the fact that Dover or any other member of the Dover Group pursues or acquires such corporate opportunitylimited to, directs such corporate opportunity to another Person or does not present such corporate opportunity to Apergy or any other member of the Apergy Group. (d) For the purposes of this Section 5.4, “corporate opportunities” of Apergy or any other member of the Apergy Group shall include business opportunities that are, by their nature, in a line of business of Apergy Arcosa or any other member of the Apergy Arcosa Group, including the Apergy Arcosa Business, are of practical advantage to them and are ones in which Apergy Arcosa or any other member of the Apergy Arcosa Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Dover Trinity or any other member of the Dover Trinity Group or any of their officers or directors will be brought into conflict with that of Apergy Arcosa or any other member of the Apergy Arcosa Group, and “"corporate opportunities” " of Dover Trinity or any other member of the Dover Trinity Group shall include include, but not be limited to, business opportunities that are, by their nature, in a line of business of Dover Trinity or any other member of the Dover Trinity Group, including the Dover Trinity Business, are of practical advantage to them and are ones in which Dover Trinity or any other member of the Dover Trinity Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Apergy Arcosa or any other member of the Apergy Arcosa Group or any of their officers or directors will be brought into conflict with that of Dover Trinity or any other member of the Dover Trinity Group.

No Restrictions on Corporate Opportunities. (a) In the event that Dover iGATE or any other member of the Dover Group, or any director or officer of Dover or any other member of the Dover Group, iGATE Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover iGATE or any other member of the Dover iGATE Group and Apergy Mastech or any other member of the Apergy Mastech Group, neither Dover iGATE nor any other member of the Dover Group, nor any director or officer of Dover or any other member of the Dover iGATE Group, shall have any duty to communicate or present such corporate opportunity to Apergy Mastech or any other member of the Apergy Mastech Group and shall not be liable to Apergy Mastech or any other member of the Apergy Mastech Group or to ApergyMastech’s stockholders for breach of any fiduciary duty as a stockholder of Apergy or an officer or director thereof Mastech by reason of the fact that Dover iGATE or any other member of the Dover iGATE Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Apergy Mastech or any other member of the Apergy Mastech Group. (b) In the event that Apergy Mastech or any other member of the Apergy Group, or any director or officer of Apergy or any other member of the Apergy Group, Mastech Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover iGATE or any other member of the Dover iGATE Group and Apergy Mastech or any other member of the Apergy Mastech Group, neither Apergy Mastech nor any other member of the Apergy Group, nor any director or officer of Apergy or any other member of the Apergy Group, Mastech Group shall have any duty to communicate or present such corporate opportunity to Dover iGATE or any other member of the Dover iGATE Group and shall not be liable to Dover iGATE or any other member of the Dover iGATE Group or to DoveriGATE’s stockholders for breach of any fiduciary duty as a stockholder of Dover or an officer or director thereof iGATE by reason of the fact that Apergy Mastech or any other member of the Apergy Mastech Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Dover iGATE or any other member of the Dover iGATE Group. (c) For the avoidance purposes of doubtthis Section 4.4, to the extent that any person who is a director or officer “corporate opportunities” of Dover Mastech or any other member of the Dover Mastech Group is also a director or officer of Apergy shall include, but not be limited to, business opportunities that Mastech or any other member of the Apergy Group, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Apergy or any other member of the Apergy Mastech Group and shall not be liable to Apergy or any other member of the Apergy Group or to Apergy’s stockholders for breach of any fiduciary duty as an officer or director of Apergy by reason of the fact that Dover or any other member of the Dover Group pursues or acquires such corporate opportunity, directs such corporate opportunity to another Person or does not present such corporate opportunity to Apergy or any other member of the Apergy Group. (d) For the purposes of this Section 5.4, “corporate opportunities” of Apergy or any other member of the Apergy Group shall include business opportunities that are, by their nature, in a line of business of Apergy Mastech or any other member of the Apergy Mastech Group, including the Apergy Business, are of practical advantage to them and are ones in which Apergy or any other member of the Apergy Group have an interest or a reasonable expectancy, Mastech Business and in which, by embracing the opportunities, the self-interest of Dover iGATE or any other member of the Dover iGATE Group or any of their officers or directors will be brought into conflict with that of Apergy Mastech or any other member of the Apergy Mastech Group, and “corporate opportunities” opportunities of Dover iGATE or any other member of the Dover iGATE Group shall include include, but not be limited to, business opportunities that iGATE or any other member of the iGATE Group that are, by their nature, in a line of business of Dover iGATE or any other member of the Dover Group, including the Dover Business, are of practical advantage to them and are ones in which Dover or any other member of the Dover iGATE Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Apergy Mastech or any other member of the Apergy Mastech Group or any of their officers or directors will be brought into conflict with that of Dover iGATE or any other member of the Dover iGATE Group.

No Restrictions on Corporate Opportunities. (a) In the event that Dover ASD or any other member of the Dover ASD Group, or any director or officer of Dover ASD or any other member of the Dover ASD Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover ASD or any other member of the Dover ASD Group and Apergy WABCO or any other member of the Apergy WABCO Group, neither Dover ASD nor any other member of the Dover ASD Group, nor any director or officer of Dover ASD or any other member of the Dover ASD Group, shall have any duty to communicate or present such corporate opportunity to Apergy WABCO or any other member of the Apergy WABCO Group and shall not be liable to Apergy WABCO or any other member of the Apergy WABCO Group or to ApergyWABCO’s stockholders for breach of any fiduciary duty as a stockholder of Apergy WABCO or an officer or director thereof by reason of the fact that Dover ASD or any other member of the Dover ASD Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Apergy WABCO or any other member of the Apergy WABCO Group. (b) In the event that Apergy WABCO or any other member of the Apergy WABCO Group, or any director or officer of Apergy WABCO or any other member of the Apergy WABCO Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover ASD or any other member of the Dover ASD Group and Apergy WABCO or any other member of the Apergy WABCO Group, neither Apergy WABCO nor any other member of the Apergy WABCO Group, nor any director or officer of Apergy WABCO or any other member of the Apergy WABCO Group, shall have any duty to communicate or present such corporate opportunity to Dover ASD or any other member of the Dover ASD Group and shall not be liable to Dover ASD or any other member of the Dover ASD Group or to DoverASD’s stockholders for breach of any fiduciary duty as a stockholder of Dover ASD or an officer or director thereof by reason of the fact that Apergy WABCO or any other member of the Apergy WABCO Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Dover ASD or any other member of the Dover ASD Group. (c) For the avoidance of doubt, to the extent that any person who is a director or officer of Dover ASD or any other member of the Dover ASD Group is also a director or officer of Apergy WABCO or any other member of the Apergy WABCO Group, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Apergy WABCO or any other member of the Apergy WABCO Group and shall not be liable to Apergy WABCO or any other member of the Apergy WABCO Group or to ApergyWABCO’s stockholders for breach of any fiduciary duty as an officer or director of Apergy WABCO by reason of the fact that Dover ASD or any other member of the Dover ASD Group pursues or acquires such corporate opportunity, directs such corporate opportunity to another Person person or entity, or does not present such corporate opportunity to Apergy WABCO or any other member of the Apergy WABCO Group. (d) For the purposes of this Section 5.4, “corporate opportunities” of Apergy WABCO or any other member of the Apergy WABCO Group shall include include, but not be limited to, business opportunities that WABCO or any other member of the WABCO Group are financially able to undertake, that are, by their nature, in a line of business of Apergy WABCO or any other member of the Apergy WABCO Group, including the Apergy VCS Business, are of practical advantage to them and are ones in which Apergy WABCO or any other member of the Apergy WABCO Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Dover ASD or any other member of the Dover ASD Group or any of their officers or directors will be brought into conflict with that of Apergy WABCO or any other member of the Apergy WABCO Group, and “corporate opportunities” of Dover ASD or any other member of the Dover ASD Group shall include include, but not be limited to, business opportunities that ASD or any other member of the ASD Group are financially able to undertake, that are, by their nature, in a line of business of Dover ASD or any other member of the Dover ASD Group, including the Dover Remainco Business, are of practical advantage to them and are ones in which Dover ASD or any other member of the Dover ASD Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Apergy WABCO or any other member of the Apergy WABCO Group or any of their officers or directors will be brought into conflict with that of Dover ASD or any other member of the Dover ASD Group.

No Restrictions on Corporate Opportunities. (a) In the event that Dover Flowco or any other member of the Dover Flowco Group, or any director or officer of Dover Flowco or any other member of the Dover Flowco Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover Flowco or any other member of the Dover Flowco Group and Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group, subsequent to the Effective Date, neither Dover Flowco nor any other member of the Dover Flowco Group, nor any director or officer of Dover Flowco or any other member of the Dover Flowco Group, shall have any duty to communicate or present such corporate opportunity to Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group and shall not be liable to Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group or to ApergyInfrastructurco’s stockholders for breach of any fiduciary duty as a stockholder of Apergy Infrastructurco or an officer or director thereof by reason of the fact that Dover or Flowco any other member of the Dover Flowco Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity Person, or does not present such corporate opportunity to Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group. (b) In the event that Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group, or any director or officer of Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover Infrastructurco or any other member of the Dover Infrastructurco Group and Apergy Flowco or any other member of the Apergy Flowco Group, subsequent to the Effective Date, neither Apergy Infrastructurco nor any other member of the Apergy Infrastructurco Group, nor any director or officer of Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group, shall have any duty to communicate or present such corporate opportunity to Dover Flowco or any other member of the Dover Flowco Group and shall not be liable to Dover Flowco or any other member of the Dover Flowco Group or to DoverFlowco’s stockholders for breach of any fiduciary duty as a stockholder of Dover Flowco or an officer or director thereof by reason of the fact that Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity Person, or does not present such corporate opportunity to Dover Flowco or any other member of the Dover Flowco Group. (c) For the avoidance of doubt, to the extent that any person who is a director or officer of Dover Flowco or any other member of the Dover Flowco Group is also a director or officer of Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group and shall not be liable to Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group or to ApergyInfrastructurco’s stockholders for breach of any fiduciary duty as an officer or director of Apergy Infrastructurco by reason of the fact that Dover Flowco or any other member of the Dover Flowco Group pursues or acquires such corporate opportunity, directs such corporate opportunity to another Person Person, or does not present such corporate opportunity to Apergy Infrastructurco or any other member of the Apergy Infrastructurco Group, unless such corporate opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of Infrastructurco or any other member of the Infrastructurco Group. (d) For the purposes of this Section 5.45.3, “corporate opportunities” of Apergy Flowco or any other member of the Apergy Flowco Group shall include include, but not be limited to, business opportunities that are, by their nature, in a line of business of Apergy Flowco or any other member of the Apergy Flowco Group, including the Apergy Flowco Business, are of practical advantage to them and are ones in which Apergy Flowco or any other member of the Apergy Flowco Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Dover Infrastructurco or any other member of the Dover Infrastructurco Group or any of their officers or directors will be brought into conflict with that of Apergy Flowco or any other member of the Apergy Flowco Group, and “corporate opportunities” of Dover Infrastructurco or any other member of the Dover Infrastructurco Group shall include include, but not be limited to, business opportunities that are, by their nature, in a line of business of Dover Infrastructurco or any other member of the Dover Infrastructurco Group, including the Dover Infrastructurco Business, are of practical advantage to them and are ones in which Dover Infrastructurco or any other member of the Dover Infrastructurco Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Apergy Flowco or any other member of the Apergy Flowco Group or any of their officers or directors will be brought into conflict with that of Dover Infrastructurco or any other member of the Dover Infrastructurco Group.

No Restrictions on Corporate Opportunities. (a1) In the event that Dover AFC Gamma or any other member of the Dover AFC Gamma Group, or any director or officer of Dover AFC Gamma or any other member of the Dover AFC Gamma Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover AFC Gamma or any other member of the Dover AFC Gamma Group and Apergy SUNS or any other member of the Apergy SUNS Group, neither Dover AFC Gamma nor any other member of the Dover AFC Gamma Group, nor any director or officer of Dover AFC Gamma or any other member of the Dover AFC Gamma Group, shall have any duty to communicate or present such corporate opportunity to Apergy SUNS or any other member of the Apergy SUNS Group and shall not be liable to Apergy SUNS or any other member of the Apergy SUNS Group or to ApergySUNS’s stockholders for breach of any fiduciary duty as a stockholder of Apergy SUNS or an officer or director thereof by reason of the fact that Dover AFC Gamma or any other member of the Dover AFC Gamma Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Apergy SUNS or any other member of the Apergy SUNS Group. (b2) In the event that Apergy SUNS or any other member of the Apergy SUNS Group, or any director or officer of Apergy SUNS or any other member of the Apergy SUNS Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover AFC Gamma or any other member of the Dover AFC Gamma Group and Apergy SUNS or any other member of the Apergy SUNS Group, neither Apergy SUNS nor any other member of the Apergy SUNS Group, nor any director or officer of Apergy SUNS or any other member of the Apergy SUNS Group, shall have any duty to communicate or present such corporate opportunity to Dover AFC Gamma or any other member of the Dover AFC Gamma Group and shall not be liable to Dover AFC Gamma or any other member of the Dover AFC Gamma Group or to DoverAFC Gamma’s stockholders for breach of any fiduciary duty as a stockholder of Dover AFC Gamma or an officer or director thereof by reason of the fact that Apergy SUNS or any other member of the Apergy SUNS Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Dover AFC Gamma or any other member of the Dover AFC Gamma Group. (c) For the avoidance of doubt, to the extent that any person who is a director or officer of Dover or any other member of the Dover Group is also a director or officer of Apergy or any other member of the Apergy Group, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Apergy or any other member of the Apergy Group and shall not be liable to Apergy or any other member of the Apergy Group or to Apergy’s stockholders for breach of any fiduciary duty as an officer or director of Apergy by reason of the fact that Dover or any other member of the Dover Group pursues or acquires such corporate opportunity, directs such corporate opportunity to another Person or does not present such corporate opportunity to Apergy or any other member of the Apergy Group. (d3) For the purposes of this Section 5.45.3, “corporate opportunities” of Apergy SUNS or any other member of the Apergy SUNS Group shall include include, but not be limited to, business opportunities that are, by their nature, in a line of business of Apergy SUNS or any other member of the Apergy SUNS Group, including the Apergy SUNS Business, are of practical advantage to them and are ones in which Apergy SUNS or any other member of the Apergy SUNS Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Dover AFC Gamma or any other member of the Dover AFC Gamma Group or any of their officers or directors will be brought into conflict with that of Apergy SUNS or any other member of the Apergy SUNS Group, and “corporate opportunities” of Dover AFC Gamma or any other member of the Dover AFC Gamma Group shall include include, but not be limited to, business opportunities that are, by their nature, in a line of business of Dover AFC Gamma or any other member of the Dover AFC Gamma Group, including the Dover AFC Gamma Business, are of practical advantage to them and are ones in which Dover AFC Gamma or any other member of the Dover AFC Gamma Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Apergy SUNS or any other member of the Apergy SUNS Group or any of their officers or directors will be brought into conflict with that of Dover AFC Gamma or any other member of the Dover AFC Gamma Group.

No Restrictions on Corporate Opportunities. (a) In the event that Dover Crane NXT, Co. or any other member of the Dover its Group, or any director or officer of Dover Crane NXT, Co. or any other member of the Dover its Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover Crane NXT, Co. or any other member of the Dover its Group and Apergy Crane Company or any other member of the Apergy its Group, neither Dover Crane NXT, Co. nor any other member of the Dover its Group, nor any director or officer of Dover Crane NXT, Co. or any other member of the Dover its Group, shall have any duty to communicate or present such corporate opportunity to Apergy Crane Company or any other member of the Apergy Crane Company Group and shall not be liable to Apergy Crane Company or any other member of the Apergy Crane Company Group or to ApergyCrane Company’s stockholders for breach of any fiduciary duty as a stockholder of Apergy Crane Company or an officer or director thereof by reason of the fact that Dover Crane NXT, Co. or any other member of the Dover its Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to Apergy Crane Company or any other member of the Apergy Crane Company Group. (b) In the event that Apergy Crane Company or any other member of the Apergy Crane Company Group, or any director or officer of Apergy Crane Company or any other member of the Apergy Crane Company Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover Crane NXT, Co. or any other member of its Group and Crane Company or any other member of the Dover Group and Apergy or any other member of the Apergy Crane Company Group, neither Apergy Crane Company nor any other member of the Apergy Crane Company Group, nor any director or officer of Apergy Crane Company or any other member of the Apergy Crane Company Group, shall have any duty to communicate or present such corporate opportunity to Dover Crane NXT, Co. or any other member of the Dover its Group and shall not be liable to Dover Crane NXT, Co. or any other member of the Dover its Group or to DoverCrane NXT, Co.’s stockholders for breach of any fiduciary duty as a stockholder of Dover Crane NXT, Co. or an officer or director thereof by reason of the fact that Apergy Crane Company or any other member of the Apergy Crane Company Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity or does not present such corporate opportunity to Dover Crane NXT, Co. or any other member of the Dover its Group. (c) For the avoidance of doubt, to the extent that any person who is a director or officer of Dover or any other member of the Dover Group is also a director or officer of Apergy or any other member of the Apergy Group, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Apergy or any other member of the Apergy Group and shall not be liable to Apergy or any other member of the Apergy Group or to Apergy’s stockholders for breach of any fiduciary duty as an officer or director of Apergy by reason of the fact that Dover or any other member of the Dover Group pursues or acquires such corporate opportunity, directs such corporate opportunity to another Person or does not present such corporate opportunity to Apergy or any other member of the Apergy Group. (d) For the purposes of this Section 5.4, “corporate opportunities” of Apergy Crane Company or any other member of the Apergy Crane Company Group shall include business opportunities that are, by their nature, in a line of business of Apergy Crane Company or any other member of the Apergy Crane Company Group, including any of the Apergy BusinessOther Businesses, are of practical advantage to them and are ones in which Apergy Crane Company or any other member of the Apergy Crane Company Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Dover Crane NXT, Co. or any other member of the Dover its Group or any of their officers or directors will be brought into conflict with that of Apergy Crane Company or any other member of the Apergy Crane Company Group, and “corporate opportunities” of Dover Crane NXT, Co. or any other member of the Dover its Group shall include business opportunities that are, by their nature, in a line of business of Dover Crane NXT, Co. or any other member of the Dover its Group, including the Dover P&M Technologies Business, are of practical advantage to them and are ones in which Dover Crane NXT, Co. or any other member of the Dover its Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Apergy Crane Company or any other member of the Apergy Crane Company Group or any of their officers or directors will be brought into conflict with that of Dover Crane NXT, Co. or any other member of the Dover its Group.

No Restrictions on Corporate Opportunities. (a) In the event that Dover iGATE or any other member of the Dover Group, or any director or officer of Dover or any other member of the Dover Group, iGATE Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover iGATE or any other member of the Dover iGATE Group and Apergy Mastech or any other member of the Apergy Mastech Group, neither Dover iGATE nor any other member of the Dover Group, nor any director or officer of Dover or any other member of the Dover iGATE Group, shall have any duty to communicate or present such corporate opportunity to Apergy Mastech or any other member of the Apergy Mastech Group and shall not be liable to Apergy Mastech or any other member of the Apergy Mastech Group or to ApergyMastech’s stockholders for breach of any fiduciary duty as a stockholder of Apergy or an officer or director thereof Mastech by reason of the fact that Dover iGATE or any other member of the Dover iGATE Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Apergy Mastech or any other member of the Apergy Mastech Group. (b) In the event that Apergy Mastech or any other member of the Apergy Group, or any director or officer of Apergy or any other member of the Apergy Group, Mastech Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover iGATE or any other member of the Dover iGATE Group and Apergy Mastech or any other member of the Apergy Mastech Group, neither Apergy Mastech nor any other member of the Apergy Group, nor any director or officer of Apergy or any other member of the Apergy Group, Mastech Group shall have any duty to communicate or present such corporate opportunity to Dover iGATE or any other member of the Dover iGATE Group and shall not be liable to Dover iGATE or any other member of the Dover iGATE Group or to DoveriGATE’s stockholders for breach of any fiduciary duty as a stockholder of Dover or an officer or director thereof iGATE by reason of the fact that Apergy Mastech or any other member of the Apergy Mastech Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Dover iGATE or any other member of the Dover iGATE Group. (c) For the avoidance purposes of doubtthis Section 4.4, to the extent that any person who is a director or officer “corporate opportunities“ of Dover Mastech or any other member of the Dover Mastech Group is also a director or officer of Apergy shall include, but not be limited to, business opportunities that Mastech or any other member of the Apergy Group, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Apergy or any other member of the Apergy Mastech Group and shall not be liable to Apergy or any other member of the Apergy Group or to Apergy’s stockholders for breach of any fiduciary duty as an officer or director of Apergy by reason of the fact that Dover or any other member of the Dover Group pursues or acquires such corporate opportunity, directs such corporate opportunity to another Person or does not present such corporate opportunity to Apergy or any other member of the Apergy Group. (d) For the purposes of this Section 5.4, “corporate opportunities” of Apergy or any other member of the Apergy Group shall include business opportunities that are, by their nature, in a line of business of Apergy Mastech or any other member of the Apergy Mastech Group, including the Apergy Business, are of practical advantage to them and are ones in which Apergy or any other member of the Apergy Group have an interest or a reasonable expectancy, Mastech Business and in which, by embracing the opportunities, the self-interest of Dover iGATE or any other member of the Dover iGATE Group or any of their officers or directors will be brought into conflict with that of Apergy Mastech or any other member of the Apergy Mastech Group, and “corporate opportunities” opportunities of Dover iGATE or any other member of the Dover iGATE Group shall include include, but not be limited to, business opportunities that iGATE or any other member of the iGATE Group that are, by their nature, in a line of business of Dover iGATE or any other member of the Dover Group, including the Dover Business, are of practical advantage to them and are ones in which Dover or any other member of the Dover iGATE Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Apergy Mastech or any other member of the Apergy Mastech Group or any of their officers or directors will be brought into conflict with that of Dover iGATE or any other member of the Dover iGATE Group.

No Restrictions on Corporate Opportunities. (a1) In the event that Dover Vinco or any other member of the Dover Vinco Group, or any director or officer of Dover Vinco or any other member of the Dover Vinco Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover Vinco or any other member of the Dover Vinco Group and Apergy Cryptyde or any other member of the Apergy Cryptyde Group, neither Dover Vinco nor any other member of the Dover Vinco Group, nor any director or officer of Dover Vinco or any other member of the Dover Vinco Group, shall have any duty to communicate or present such corporate opportunity to Apergy Cryptyde or any other member of the Apergy Cryptyde Group and shall not be liable to Apergy Cryptyde or any other member of the Apergy Cryptyde Group or to ApergyCryptyde’s stockholders for breach of any fiduciary duty as a stockholder of Apergy Cryptyde or an officer or director thereof by reason of the fact that Dover Vinco or any other member of the Dover Vinco Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Apergy Cryptyde or any other member of the Apergy Cryptyde Group. (b2) In the event that Apergy Cryptyde or any other member of the Apergy Cryptyde Group, or any director or officer of Apergy Cryptyde or any other member of the Apergy Cryptyde Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Dover Vinco or any other member of the Dover Vinco Group and Apergy Cryptyde or any other member of the Apergy Cryptyde Group, neither Apergy Cryptyde nor any other member of the Apergy Cryptyde Group, nor any director or officer of Apergy Cryptyde or any other member of the Apergy Cryptyde Group, shall have any duty to communicate or present such corporate opportunity to Dover Vinco or any other member of the Dover Vinco Group and shall not be liable to Dover Vinco or any other member of the Dover Vinco Group or to DoverVinco’s stockholders for breach of any fiduciary duty as a stockholder of Dover Vinco or an officer or director thereof by reason of the fact that Apergy Cryptyde or any other member of the Apergy Cryptyde Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity entity, or does not present such corporate opportunity to Dover Vinco or any other member of the Dover Vinco Group. (c) For the avoidance of doubt, to the extent that any person who is a director or officer of Dover or any other member of the Dover Group is also a director or officer of Apergy or any other member of the Apergy Group, such person shall have no duty to communicate or present any corporate opportunity of which he or she acquires knowledge to Apergy or any other member of the Apergy Group and shall not be liable to Apergy or any other member of the Apergy Group or to Apergy’s stockholders for breach of any fiduciary duty as an officer or director of Apergy by reason of the fact that Dover or any other member of the Dover Group pursues or acquires such corporate opportunity, directs such corporate opportunity to another Person or does not present such corporate opportunity to Apergy or any other member of the Apergy Group. (d3) For the purposes of this Section 5.45.3, “corporate opportunities” of Apergy Cryptyde or any other member of the Apergy Cryptyde Group shall include include, but not be limited to, business opportunities that are, by their nature, in a line of business of Apergy Cryptyde or any other member of the Apergy Cryptyde Group, including the Apergy Cryptyde Business, are of practical advantage to them and are ones in which Apergy Cryptyde or any other member of the Apergy Cryptyde Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Dover Vinco or any other member of the Dover Vinco Group or any of their officers or directors will be brought into conflict with that of Apergy Cryptyde or any other member of the Apergy Cryptyde Group, and “corporate opportunities” of Dover Vinco or any other member of the Dover Vinco Group shall include include, but not be limited to, business opportunities that are, by their nature, in a line of business of Dover Vinco or any other member of the Dover Vinco Group, including the Dover Vinco Business, are of practical advantage to them and are ones in which Dover Vinco or any other member of the Dover Vinco Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Apergy Cryptyde or any other member of the Apergy Cryptyde Group or any of their officers or directors will be brought into conflict with that of Dover Vinco or any other member of the Dover Vinco Group.