Other Business Opportunities. 6.4.1 The parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa), or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo or any of its Subsidiaries or deemed to be competing with CayCo or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) and the director nominees of the foregoing) may invest in, or provide services to, any Person that directly or indirectly competes with CayCo or any of its Subsidiaries; and (iii) in the event that the Sponsor (including (a) its affiliates, (b) any portfolio company in which it or any of its affiliates or investment fund affiliates have made a debt or equity investment (and vice versa) or (c) any of their respective limited partners, non-managing members (or other similar, direct or indirect investors) or any director nominee of the foregoing, respectively) acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law.
Appears in 5 contracts
Samples: Addendum Agreement (Chenghe Acquisition Co.), Addendum Agreement (Chenghe Acquisition I Co.), Business Combination Agreement (Chenghe Acquisition I Co.)
Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Financial Services Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Financial Services Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPartner Director or Sponsor Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law.
Appears in 5 contracts
Samples: Payment Agreement (GigCapital4, Inc.), Payment Agreement (GigCapital4, Inc.), Payment Agreement (GigCapital4, Inc.)
Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) the each of Sponsor and Sellers (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Directors and the director nominees of the foregoing) Sellers Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the each of Sponsor and Sellers (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Directors and the director nominees of the foregoing) Sellers Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiaries; and (iii) in the event that the Sponsor or Sellers (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), a Sponsor Director or any director nominee of the foregoinga Sellers Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 4 contracts
Samples: Business Combination Agreement (Goal Acquisitions Corp.), Investor Rights Agreement (Goal Acquisitions Corp.), Investor Rights Agreement (Goal Acquisitions Corp.)
Other Business Opportunities. 6.4.1 6.7.1 The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Pre-Closing Stockholders Searchlight and the Sponsor (including in the case of the ABRY Entities, Searchlight and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Directors, the foregoing) Searchlight Directors and the Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Pre-Closing Stockholders, Searchlight and the Sponsor (including in the case of the ABRY Entities, Searchlight and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Directors, the foregoing) Searchlight Directors and the Sponsor Designated Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Pre-Closing Stockholders, Searchlight and the Sponsor (including in the case of ABRY Entities, Searchlight and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPre-Closing Holder Director, Searchlight Director or Sponsor Designated Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 2 contracts
Samples: Investor Rights Agreement (KORE Group Holdings, Inc.), Investor Rights Agreement (KORE Group Holdings, Inc.)
Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) each of the Institutional Partners, the Sponsor and the Original Underwriter Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Institutional Partners, the Sponsor and the Original Underwriter Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Institutional Partners, the Sponsor or the Original Underwriter Representatives (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPartner Director or Sponsor Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GigCapital4, Inc.), Investor Rights Agreement (GigCapital4, Inc.)
Other Business Opportunities. 6.4.1 (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Sponsor H&F Stockholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees directors of the foregoing) Company or any of its Subsidiaries appointed by any of the H&F Stockholders has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo the Company or any of its Subsidiaries or deemed to be competing with CayCo the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo the Company or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo Non-H&F Stockholder the right to participate therein; (ii) each of the Sponsor H&F Stockholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees directors of the foregoing) Company appointed by any of the H&F Stockholders may invest in, or provide services to, any Person that directly or indirectly competes with CayCo the Company or any of its Subsidiaries; and (iii) in the event that any of the Sponsor H&F Stockholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingH&F Director Nominee, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo the Company or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo the Company or any of its Subsidiaries or any other Holder or holder of share capital of CayCoNon-H&F Stockholder, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo the Company or any of its Subsidiaries or Subsidiaries, any other Holder or holder of share capital of CayCo Non-H&F Stockholder (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo the Company or any of its Subsidiaries or Subsidiaries, any other Holder or holder of share capital of CayCo non-H&F Stockholder (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo the Company or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 2 contracts
Samples: Stockholders Agreement (Grocery Outlet Holding Corp.), Stockholders Agreement (Grocery Outlet Holding Corp.)
Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of Sponsor and the Sponsor DV Shareholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Directors and the director nominees of the foregoing) DV Shareholders Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of Sponsor and the Sponsor DV Shareholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Directors and the director nominees of the foregoing) DV Shareholders Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiaries; and (iii) in the event that Sponsor or the Sponsor DV Shareholders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or investment fund affiliates their respective Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), a Sponsor Director or any director nominee of the foregoinga DV Shareholders Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 2 contracts
Samples: Business Combination Agreement (Goal Acquisitions Corp.), Investor Rights Agreement (Goal Acquisitions Corp.)
Other Business Opportunities. 6.4.1 6.8.1 The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Pre-Closing Stockholders and the Sponsor (including in the case of the ABRY Entities and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Pre-Closing Stockholders and the Sponsor (including in the case of the ABRY Entities and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Designated Directors and the foregoing) Sponsor Designated Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Pre-Closing Stockholders and the Sponsor (including in the case of ABRY Entities and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPre-Closing Holder Designated Director or Sponsor Designated Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 2 contracts
Samples: Investor Rights Agreement (KORE Group Holdings, Inc.), Investor Rights Agreement (KORE Group Holdings, Inc.)
Other Business Opportunities. 6.4.1 6.2.1 The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) the Sponsor (including (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) has foregoing have the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Personperson, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder Investor or holder of share capital shares of CayCo PubCo the right to participate therein; (ii) the Sponsor (including (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) foregoing may invest in, or provide services to, any Person person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that the Sponsor (including (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoing, respectively) , acquires knowledge of a potential transaction or matter (unless, with respect to any such director nominee, such transaction or matter is expressly presented to such director nominee in writing and solely in such person’s capacity as a director of PubCo) that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital shares of CayCoPubCo, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital shares of CayCo PubCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Personperson, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital shares of CayCo PubCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph Section 6.2.1 is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph Section 6.2.1 shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 2 contracts
Samples: Investor Rights Agreement (Lanvin Group Holdings LTD), Investor Rights Agreement (Primavera Capital Acquisition Corp.)
Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) the Sponsor Each of Sponsor, IWM and Highlander (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Director and the director nominees of the foregoing) IWM Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the Sponsor each of Sponsor, IWM and Highlander (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Director and the director nominees of the foregoing) IWM Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that the Sponsor Sponsor, IWM or Highlander (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), Sponsor Director or any director nominee of the foregoingIWM Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 2 contracts
Samples: Investor Rights Agreement (Magnum Opus Acquisition LTD), Business Combination Agreement (Magnum Opus Acquisition LTD)
Other Business Opportunities. 6.4.1 6.8.1 The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Pre-Closing Stockholders and the Sponsor (including in the case of Abry and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Pre-Closing Stockholders and the Sponsor (including in the case of Abry and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Pre-Closing Holder Designated Directors and the foregoing) Sponsor Designated Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Pre-Closing Stockholders and the Sponsor (including in the case of Abry and Sponsor, (aA) its affiliatesAffiliates, (bB) any portfolio company in which it or any of its affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPre-Closing Holder Designated Director or Sponsor Designated Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 1 contract
Samples: Investor Rights Agreement (Cerberus Telecom Acquisition Corp.)
Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Sponsor H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder and PIF (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Seller Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Sponsor H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder and PIF (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Seller Directors and the foregoing) Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Sponsor H&F Holders, the GIC Holders, the LGP Holders, the PIH Rollover Holders, the Sponsor, the Founder Holder or PIF (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingSeller Director or Sponsor Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 1 contract
Samples: Investor Rights Agreement (Churchill Capital Corp III)
Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) the Sponsor Each of Sponsor, IWM, Highlander and Binance (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Director, the IWM Directors and the director nominees of the foregoing) Binance Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the Sponsor each of Sponsor, IWM, Highlander and Binance (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), the Sponsor Director, the IWM Directors and the director nominees of the foregoing) Binance Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that the Sponsor Sponsor, IWM, Highlander or Binance (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) ), Sponsor Director, IWM Director or any director nominee of the foregoingBinance Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 1 contract
Samples: Investor Rights Agreement (Magnum Opus Acquisition LTD)
Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Law: (i) each of the Institutional Holders, the Sponsor and Blade Holders who are not a Management Holder (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) Sponsor Designees has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) the Sponsor Sponsor, the Blade Holders who are not Management Holders, and each of the Institutional Holders (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) Sponsor Designees may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Institutional Holders, the Blade Holders who are not Management Holders or the Sponsor (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingSponsor Designee, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Law, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 1 contract
Samples: Investor Rights Agreement (Experience Investment Corp.)
Other Business Opportunities. 6.4.1 (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Sponsor Arsenal Stockholders (in each case, including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective affiliated investment funds or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), or ) and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) each Arsenal Director Nominee has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo the Company or any of its Subsidiaries or deemed to be competing with CayCo the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo the Company or any of its Subsidiaries, or any other Holder or holder of share capital of CayCo Subsidiaries the right to participate therein; (ii) each of the Sponsor Arsenal Stockholders (in each case, including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective affiliated investment funds or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) each Arsenal Director Nominee may invest in, or provide services to, any Person that directly or indirectly competes with CayCo the Company or any of its Subsidiaries; and (iii) in the event that any of the Sponsor Arsenal Stockholders (in each case, including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective affiliated investment funds or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoing, respectively) Arsenal Director Nominee acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo the Company or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo the Company or any of its Subsidiaries or any other Holder or holder of share capital of CayCoSubsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to CayCo the Company or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo the Company or any of its Subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliates)Subsidiaries. For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo the Company or any of its Subsidiaries or any Holder, with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 1 contract
Other Business Opportunities. 6.4.1 (a) The parties Parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Institutional Partners and the Sponsor (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), or ) and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo PubCo or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo PubCo or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo PubCo or any of its Subsidiariessubsidiaries, or any other Holder or holder of share capital of CayCo the right to participate therein; (ii) each of the Institutional Partners and the Sponsor (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of Partner Directors and the foregoing) Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with CayCo PubCo or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Institutional Partners or the Sponsor (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates or their respective investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or and (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoingPartner Director or Sponsor Director, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo PubCo or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCoHolder, as the case may be, and, notwithstanding any provision of this Investor Rights Agreement to the contrary, shall not be liable to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo PubCo or any of its Subsidiaries subsidiaries or any other Holder or holder of share capital of CayCo (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties Parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo PubCo or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 1 contract
Samples: Investor Rights Agreement (Genesis Park Acquisition Corp.)
Other Business Opportunities. 6.4.1 (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable Lawlaw: (i) each of the Sponsor Sponsor, the SoftBank Investors, the Silver Lake Investors, the QIA Investors and the Red Crow Investors (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa), ) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) foregoing has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as CayCo the Company or any of its Subsidiaries subsidiaries or deemed to be competing with CayCo the Company or any of its Subsidiariessubsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to CayCo the Company or any of its Subsidiariessubsidiaries, or any other Holder Investor or holder of share capital stock of CayCo the Company the right to participate therein; (ii) each of the Sponsor Sponsor, the SoftBank Investors, the Silver Lake Investors, the QIA Investors and the Red Crow Investors (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) and the director nominees of the foregoing) foregoing may invest in, or provide services to, any Person that directly or indirectly competes with CayCo the Company or any of its Subsidiariessubsidiaries; and (iii) in the event that any of the Sponsor Sponsor, the SoftBank Investors, the Silver Lake Investors, the QIA Investors and the Red Crow Investors (including (aA) its affiliatestheir respective Affiliates, (bB) any portfolio company in which it they or any of its affiliates their respective Affiliates or investment fund affiliates Affiliates have made a debt or equity investment (and vice versa) or (cC) any of their respective limited partners, non-managing members (or other similar, similar direct or indirect investors) or any director nominee of the foregoing, respectively) , acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for CayCo the Company or any of its Subsidiariessubsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital stock of CayCothe Company, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, and shall not be liable to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital stock of CayCo the Company (or its respective affiliatesAffiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to CayCo the Company or any of its Subsidiaries subsidiaries or any other Holder Investor or holder of share capital stock of CayCo the Company (or its respective affiliatesAffiliates). For the avoidance of doubt, the parties acknowledge that that, subject to Section 3.8(c), this paragraph Section 3.8(a) is intended to disclaim and renounce, to the fullest extent permitted by applicable Lawlaw, any right of CayCo the Company or any of its Subsidiaries or any Holder, subsidiaries with respect to the matters set forth hereinopportunities expressly disclaimed by this Section 3.8(a), and this paragraph Section 3.8(a) shall be construed to effect such disclaimer and renunciation to the fullest extent permitted by Lawlaw.
Appears in 1 contract