Common use of Other Activities of the Members Clause in Contracts

Other Activities of the Members. (a) Notwithstanding any duty otherwise existing at law or in equity, each of the Members and any Person employed by, related to or in any way affiliated with any Member (the “Permitted Persons”) may have other business interests and may engage in any business or trade, profession, employment or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the business or activities of the Company or any of its subsidiaries), for its own account, or in partnership or participation with, or as an employee, officer, director, stockholder, member, manager, trustee, general or limited partner, agent or representative of, any other Person, and no Permitted Person shall be required to devote its entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company or any of its subsidiaries. Notwithstanding any duty otherwise existing at law or in equity, without limiting the generality of the foregoing, each Permitted Person (i) may engage in the same or similar activities or lines of business as the Company or any of it s subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of the Company or any of its subsidiaries, including owning, operating or investing in electronic trading systems in alternative asset classes or geographies, (ii) may invest or own any interest in, or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or any of its subsidiaries and (iii) may do business with any client or customer of the Company or any of its subsidiaries. Neither the Company nor any Member nor Manager, nor any Affiliate of any thereof, by virtue of this Agreement, shall have any rights in and to any such independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of its relationship with the Company or any of its subsidiaries. Notwithstanding any duty otherwise existing at law or in equity, no Permitted Person shall have any obligation hereunder to present any business opportunity to the Company or any of its subsidiaries, even if the opportunity is one that the Company or any of its subsidiaries might reasonably have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, and, to the fullest extent permitted by law, no Permitted Person shall be liable to the Company, any of its subsidiaries or any Member (or any Affiliate thereof) for breach of any fiduciary or other duty relating to the Company (whether imposed by applicable law or otherwise), by reason of the fact that the Permitted Person pursues or acquires such business opportunity, directs such business o pportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or any of its subsidiaries.

Other Activities of the Members. (a) Notwithstanding any duty otherwise existing at law or in equityequity but subject to Section 5.3(a)(vi), each of the Members Member and any Person employed byits respective Affiliates (collectively, related to or in any way affiliated with any Member (the “Permitted Persons”) may have any other business interests and may engage or invest in any other business or trade, professionprofession or employment whatsoever, employment or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the business or activities of the Company or any of its subsidiaries), for on its own account, or in partnership or participation with, or as an employee, officer, advisor, director, stockholder, member, manager, trustee, general stockholder or limited partner, agent or in any other capacity as a representative of, of any other Person, and no Permitted Person shall be required to devote its or his entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company or any of its subsidiariesCompany. Notwithstanding any duty otherwise existing at law or in equity, without Without limiting the generality of the foregoing, each Permitted Person may, directly or indirectly, (i) may engage or invest in the same or similar activities or lines of business as the Company (including, without limitation, 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 it s subsidiaries its Subsidiaries) or develop or market any products or services (including, without limitation, any products or services that competeare the same as or similar to those pursued by, directly or indirectlycompetitive with, with those of the Company or any of its subsidiaries, including owning, operating or investing in electronic trading systems in alternative asset classes or geographies, Subsidiaries); (ii) may invest do business with any client or customer of the Company; and (iii) hold beneficially or own any ownership interest in, or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or any of its subsidiaries and (iii) may do business with any client or customer of the Company or any of its subsidiariesCompany. Neither the Company nor any Member nor Manager, nor any Affiliate of any thereof, thereof by virtue of this Agreement, Agreement shall have any rights in and to any such Permitted Person’s independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of his, her or its relationship connection with the Company or any of its subsidiariesCompany. Notwithstanding any duty otherwise existing at law or in equity, no No Permitted Person shall have any obligation hereunder to present any business opportunity to the Company or any of its subsidiariesCompany, even if the opportunity is one that the Company or any of its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue, in each case, pursue if granted the opportunity to do so, and, to the fullest extent permitted by law, and no Permitted Person shall be liable to the Company, any of its subsidiaries Company or any Member (or any Affiliate thereof) for breach of any fiduciary or other duty relating to the Company (whether imposed by applicable law duty, as a Member or otherwise), by reason of the fact that the a Permitted Person pursues or acquires such business opportunity, directs such business o pportunity opportunity to another person Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company Company. To the fullest extent permitted by law, each Member and its Affiliates shall not be liable to the Company, any Member or any of their respective Affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 7.1 or such Member’s or its subsidiariesAffiliates’ participation therein.

Other Activities of the Members. (a) Notwithstanding any duty otherwise existing at law or in equity, each of the Members and any Person employed by, related to or in any way affiliated with any Member (the “Permitted Persons”) may have other business interests and may engage in any business or trade, profession, employment or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the business or activities of the Company or any of its subsidiaries), for its own account, or in partnership or participation with, or as an employee, officer, director, stockholder, member, manager, trustee, general or limited partner, agent or representative of, any other Person, and no Permitted Person shall be required to devote its entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company or any of its subsidiaries. Notwithstanding any duty otherwise existing at law or in equity, without limiting the generality of the foregoing, each Permitted Person (i) may engage in the same or similar activities or lines of business as the Company or any of it s its subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of the Company or any of its subsidiaries, including owning, operating or investing in electronic trading systems in alternative asset classes or geographies, subject to Section 7.7(h)(4), (ii) may invest or own any interest in, or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or any of its subsidiaries and (iii) may do business with any client or customer of the Company or any of its subsidiaries. Neither the Company nor any Member nor Manager, nor any Affiliate of any thereof, by virtue of this Agreement, shall have any rights in and to any such independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of its relationship with the Company or any of its subsidiaries. Notwithstanding any duty otherwise existing at law or in equity, no Permitted Person shall have any obligation hereunder to present any business opportunity to the Company or any of its subsidiaries, even if the opportunity is one that the Company or any of its subsidiaries might reasonably have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, and, to the fullest extent permitted by law, no Permitted Person shall be liable to the Company, any of its subsidiaries or any Member (or any Affiliate thereof) for breach of any fiduciary or other duty relating to the Company (whether imposed by applicable law or otherwise), by reason of the fact that the Permitted Person pursues or acquires such business opportunity, directs such business o pportunity opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or any of its subsidiaries. (b) ISE LLC shall not grant a license for the software supporting the core matching engine technology to a Person that is, or in the determination of the Board is likely to become, a competitor of the Company with respect to the trading of U.S. cash equities, exchange traded funds and structured products (a “Competing Prospective Licensee”), except in accordance with Section 7.7(h)(3).

Other Activities of the Members. (a) Notwithstanding any duty otherwise existing at law or in equity, each of the Members Members, its Affiliates, Related Funds and any Person employed byits investment managers (collectively, related to or in any way affiliated with any Member (the “Permitted Identified Persons”) may have other business interests and may engage in any business or trade, profession, employment or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the business or activities of the Company or any of its subsidiariesSubsidiaries), for its own account, or in partnership or participation with, or as an employee, officer, director, stockholder, member, manager, trustee, general or limited partner, agent or representative of, any other Person, and no Permitted Person Member shall be required to devote its entire time (business or otherwise), or any particular portion of its time (business or otherwise) to the business of the Company or any of its subsidiaries. Notwithstanding any duty otherwise existing at law or in equity, without limiting the generality of the foregoing, each Permitted Person (i) may engage in the same or similar activities or lines of business as the Company or any of it s subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of the Company or any of its subsidiaries, including owning, operating or investing in electronic trading systems in alternative asset classes or geographies, (ii) may invest or own any interest in, or develop a business relationship with, any Person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or any of its subsidiaries and (iii) may do business with any client or customer of the Company or any of its subsidiariesSubsidiaries. Neither the Company nor any Member nor ManagerDirector, nor any Affiliate or investment manager of any thereof, by virtue of this Agreement, shall have any rights in and to any such independent venture or the income or profits derived therefrom, regardless of whether or not such venture was initially presented to a Permitted Person as a direct or indirect result of its relationship with the Company or any of its subsidiaries. Notwithstanding any duty otherwise existing at law or in equity, no Permitted Identified Person (other than a Member that is an officer or employee of the Company or any of its Subsidiaries) shall have any obligation hereunder to present any business opportunity to the Company or any of its subsidiariesCompany, even if the opportunity is one that the Company or any of its subsidiaries might reasonably have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, so and, to the fullest extent permitted by law, no Permitted Identified Person (other than a Member that is an officer or employee of the Company or any of its Subsidiaries) shall be liable to the Company, any of its subsidiaries Company or any other Member (or any Affiliate or investment manager thereof) for breach of any fiduciary or other duty relating to the Company (whether imposed by applicable law or otherwise), by reason of the fact that the Permitted such Identified Person pursues or acquires such business opportunity, directs such business o pportunity opportunity to another person Person or fails to present such business opportunity, opportunity or information regarding such business opportunity, to the Company. For the avoidance of doubt, none of the foregoing shall apply to the any Member that is an officer or employee of the Company or any of its subsidiariesSubsidiaries or any Director.

Other Activities of the Members. (a) Notwithstanding Except as otherwise provided in this Agreement (including but not limited to Section 3.3), the Manager and each Member may engage or invest in any duty otherwise existing at law other activity or in equityventure, each whether or not competitive with the Company and/or any Subsidiary, or possess any interest therein independently or with others, (ii) none of the Members and Members, the Manager, the Company, any Subsidiary or any other Person employed by, related to or in any way affiliated with any Member Member, the Manager, the Company or any Subsidiary shall have any duty or obligation to disclose or offer to the Company, any Subsidiary or any Member, or obtain for the benefit of the Company, any Subsidiary or the Members, any other activity or venture or interest therein, and (iii) none of the “Permitted Persons”) may have other business interests and may engage in Company, any business or tradeSubsidiary, professionany Member, employment or activity whatsoever (regardless of whether any such activity competes, directly or indirectly, with the business or activities creditors of the Company or any of its subsidiaries), for its own account, Subsidiary or in partnership or participation with, or as an employee, officer, director, stockholder, member, manager, trustee, general or limited partner, agent or representative of, any other Person, and no Permitted Person shall be required to devote its entire time (business or otherwise), or having any particular portion of its time (business or otherwise) to the business of interest in the Company or any Subsidiary shall have (A) any claim, right or cause of its subsidiaries. Notwithstanding action against any duty otherwise existing at law Member or any other Person employed by, related to or in equity, without limiting the generality of the foregoing, each Permitted Person (i) may engage in the same or similar activities or lines of business as the Company or any of it s subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of the Company or any of its subsidiaries, including owning, operating or investing in electronic trading systems in alternative asset classes or geographies, (ii) may invest or own any interest in, or develop a business relationship way affiliated with, any Person engaged Member by reason of any direct or indirect investment or other participation, whether active or passive, in the same any such activity or similar activities venture or lines of business asinterest therein, or otherwise in competition with, the Company or (B) any of its subsidiaries and (iii) may do business with any client or customer of the Company or any of its subsidiaries. Neither the Company nor any Member nor Manager, nor any Affiliate of any thereof, by virtue of this Agreement, shall have any rights in and right to any such independent activity or venture or interest therein or the income or profits derived therefrom. The Company renounces, regardless on behalf of whether the Company and/or any Subsidiary, any interest or expectancy of the Company in, or in being offered an opportunity to participate in, or right to be informed of, any corporate opportunity, including any potential transaction, investment, or business opportunity in which the Company and/or any Subsidiary could otherwise have any expectancy or interest. (b) Except as otherwise provided in this Agreement (including but not limited to Section 3.3), the fact that the Manager, a Member, an Affiliate of a Member, or any officer, director, employee, member, partner, shareholder, subsidiary, parent company, consultant or agent of such venture was initially presented to a Permitted Member or such Affiliate, is directly or indirectly interested in or connected with any Person as a direct or indirect result of its relationship with employed by the Company or any of its subsidiaries. Notwithstanding any duty otherwise existing at law Subsidiary to render or in equityperform a service, no Permitted Person shall have any obligation hereunder or from or to present any business opportunity to whom the Company or any Subsidiary may buy or sell any property or have other business dealings, does not prohibit, limit or restrict the right of its subsidiariesthe Common Member to cause the Company and/or any Subsidiary to employ, even if the opportunity is one hire, engage or otherwise retain that Person at competitive rates of compensation, and neither the Company or any of its subsidiaries might reasonably have pursued or had the ability or desire to pursue, in each case, if granted the opportunity to do so, and, to the fullest extent permitted by law, no Permitted Person shall be liable to the Company, Subsidiary nor any of its subsidiaries the other Members has any right in or to any Member (income or any Affiliate thereof) for breach of any fiduciary or other duty relating to the Company (whether imposed by applicable law or otherwise), by reason of the fact that the Permitted Person pursues or acquires such business opportunity, directs such business o pportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or any of its subsidiariesprofits derived therefrom.