Common use of Renunciation of Corporate Opportunities Clause in Contracts

Renunciation of Corporate Opportunities. (a) If any Holder or any employee, officer, director, agent, stockholder, member, manager, partner or Affiliate of any of the foregoing (other than an employee or officer of the Company or any Company Subsidiary in its capacity as such) acquires knowledge of a potential transaction or matter which may be a Corporate Opportunity or otherwise is then exploiting any Corporate Opportunity, the Company and the Company Subsidiaries shall have no interest in such Corporate Opportunity and no expectancy that such Corporate Opportunity be offered to the Company and the Company Subsidiaries, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation, and for the avoidance of doubt, such Person (i) shall have no duty to communicate or present such Corporate Opportunity to the Company or any Company Subsidiary, (ii) shall have the right to hold any such Corporate Opportunity for its (and/or its officers’, directors’, agents’, stockholders’, members’, managers’, partners’ or Affiliates’) own account or to recommend, sell, assign or transfer such Corporate Opportunity to Persons other than the Company or any Company Subsidiary and (iii) shall not breach any fiduciary or other duty to the Company or any Company Subsidiary, in such Person’s capacity as a Holder or otherwise, by reason of the fact that such Person pursues or acquires such Corporate Opportunity for itself, directs, sells, assigns or transfers such Corporate Opportunity to another Person, or does not communicate information regarding such Corporate Opportunity to the Company or any Company Subsidiary. (b) Notwithstanding the other provisions of this Section 7.03, the Company does not renounce any interest or expectancy it may have in any Corporate Opportunity that is offered to an employee or officer of the Company or any Company Subsidiary who is also a director, officer or employee of any Holder or its respective Affiliates if such opportunity is (i) expressly offered to such Person in his or her capacity as an employee or officer of the Company and/or any Company Subsidiary and (ii) only offered to the Company and/or any Company Subsidiary.

Renunciation of Corporate Opportunities. (a) If any Holder Member or any employee, officer, director, agent, stockholder, member, manager, partner or Affiliate of any of the foregoing (other than an employee or officer of the Company or any Company Subsidiary in its capacity as suchCompany) acquires knowledge of a potential transaction or matter which may be a Corporate Opportunity or otherwise is then exploiting any Corporate Opportunity, the Company and the Company Subsidiaries shall have no interest in such Corporate Opportunity and no expectancy that such Corporate Opportunity be offered to the Company and the Company SubsidiariesCompany, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation, and for the avoidance of doubt, such Person (i) shall have no duty to communicate or present such Corporate Opportunity to the Company or any Company SubsidiaryCompany, (ii) shall have the right to hold any such Corporate Opportunity for its (and/or its officers’, directors’, agents’, stockholders’, members’, managers’, partners’ or Affiliates’) own account or to recommend, sell, assign or transfer such Corporate Opportunity to Persons other than the Company or any subsidiary of the Company Subsidiary and (iii) shall not breach any fiduciary or other duty to the Company or any Company SubsidiaryCompany, in such Person’s capacity as a Holder Member or otherwise, by reason of the fact that such Person pursues or acquires such Corporate Opportunity for itself, directs, sells, assigns or transfers such Corporate Opportunity to another Person, or does not communicate information regarding such Corporate Opportunity to the Company or any Company SubsidiaryCompany. (b) Notwithstanding the other provisions of this Section 7.0311.03, the Company does not renounce any interest or expectancy it may have in any Corporate Opportunity that is offered to an employee or officer of the Company or any Company Subsidiary who is also a director, officer or employee of any Holder Member or its their respective Affiliates if such opportunity is (i) expressly offered to such Person in his or her capacity as an employee or officer of the Company and/or Company. (c) Except as otherwise expressly provided in any Company Subsidiary other agreement to which the Members may be a party, (i) the Members and their employees, officers, directors, agents, stockholders, members, managers, partners and Affiliates may engage or invest in, independently or with others, any business activity of any type or description, including those that might be the same as or similar to the Company’s business or the business of any subsidiary of the Company, (ii) only offered none of the Company, any subsidiary of the Company or any Person Beneficially Owning Interests shall have any right in or to such business activities or ventures or to receive or share in any income or proceeds derived therefrom and (iii) to the extent required by applicable law in order to effectuate the purpose of this Section 11.03, the Company and/or shall have no interest or expectancy, and specifically renounces any Company Subsidiaryinterest or expectancy, in any such business activities or ventures.

Renunciation of Corporate Opportunities. (aa.) If any Holder or any employee, officer, director, agent, stockholderIn the event that a Director of the Company who is also a partner, member, manager, partner officer or Affiliate employee of any of the foregoing (other than an employee a venture capital or officer similar investment fund or firm that is a stockholder of the Company (such fund or any Company Subsidiary in its capacity as suchfirm, a “VC Investor”) (or of a general partner, manager or management company thereof) acquires knowledge of a potential transaction or matter which that may be a Corporate Opportunity or otherwise is then exploiting any Corporate Opportunity, corporate opportunity for both the Company and the Company Subsidiaries VC Investor with which such Director is associated, such director shall have no interest in such Corporate Opportunity and no expectancy that such Corporate Opportunity be offered to the Company fullest extent permitted by law have fully satisfied and fulfilled his fiduciary duty with respect to such corporate opportunity, and the Company Subsidiaries, to the fullest extent permitted by law waives any claim that such interest or expectancy being hereby renounced, so that, as business opportunity constituted a result of such renunciation, and for the avoidance of doubt, such Person (i) shall corporate opportunity that should have no duty to communicate or present such Corporate Opportunity been presented to the Company or any Company Subsidiaryof its Affiliates, (ii) shall have if such director acts in a manner consistent with the right following policy: a corporate opportunity offered to hold any such Corporate Opportunity for its (and/or its officers’, directors’, agents’, stockholders’, members’, managers’, partners’ or Affiliates’) own account or to recommend, sell, assign or transfer such Corporate Opportunity to Persons other than the Company or any Company Subsidiary and (iii) shall not breach any fiduciary or other duty to the Company or any Company Subsidiary, in such Person’s capacity as person who is a Holder or otherwise, by reason director of the fact that such Person pursues or acquires such Corporate Opportunity for itselfCompany, directs, sells, assigns or transfers such Corporate Opportunity to another Person, or does not communicate information regarding such Corporate Opportunity to the Company or any Company Subsidiary. (b) Notwithstanding the other provisions of this Section 7.03, the Company does not renounce any interest or expectancy it may have in any Corporate Opportunity that is offered to an employee or officer of the Company or any Company Subsidiary and who is also a directorpartner, member, manager, officer or employee of any Holder a VC Investor (or its respective Affiliates if of a general partner, manager or management company thereof) shall belong to such VC Investor, unless such opportunity is (i) was expressly offered to such Person person solely in his or her capacity as a Director of the Company. (b.) The Company acknowledges and agrees that (i) it is critical to each of Comcast, the Fidelity Investors, the EnerTech Investors, the Liberty Investor, the TL Investors, BCE, the Goldman Investor, and each Designated Strategic Investor (each a “Primary Investor”), that each of the Comcast Group, the Fidelity Entities, the EnerTech Entities, the Liberty Entities, the TL Entities, the BCE Entities, the Goldman Entities and the Designated Strategic Investor Entities of each Designated Strategic Investor (each a “Primary Investor Group”), be permitted to continue to develop each of their current and future business and investment activities (the “Activities”) without any restriction arising from an employee or officer investment by a Primary Investor in the Company, the right of a Primary Investor to designate a director of the Company and/or or any other relationship, contractual or otherwise, between a Primary Investor Group, on the one hand, and the Company Subsidiary and or any of its Affiliates, on the other hand; (ii) only offered from time to time, in connection with the Activities, a Primary Investor Group may have information (the “Information”) that may be considered useful to the Company and/or any or certain other persons in their position as stockholders of the Company Subsidiary(which information may or may not be known by the members of the Company’s Board of Directors designated by a Primary Investor (a “Primary Investors Director”)); and (iii) a Primary Investor Director shall not be obligated to disclose the Information known to such person or entity to the Company except to the extent that the opportunity was expressly offered to such Primary Investor Director solely in his or her capacity as a director of the Company.