Common use of Standards for Separate Conduct of Business Clause in Contracts

Standards for Separate Conduct of Business. The Interested Parties and their Designees shall be deemed to meet the standards set forth in this Section 1.4 if the business of the Interested Parties is conducted through the use of their own personnel and assets and not with the substantial involvement of any personnel (other than the Designees) or material amount of assets of the Company. Without limiting the foregoing, such standards will be met with respect to a business opportunity if (a) it is identified by or presented to personnel of an Interested Party or a Designee and developed and pursued substantially through the use of the personnel (including any Designee) and assets of one or more Interested Parties (and not based on confidential information disclosed by or on behalf of the Company in or during the course of a Designee's relationship with the Company), and (b) it did not come to the attention of such Designee solely in, and as a direct result of, his or her capacity as a director or officer of the Company; provided, however, that (i) if such opportunity is separately identified by an Interested Party or separately presented to an Interested Party other than such Designee, the Interested Parties shall be free to pursue such opportunity even if it also came to the Designee's attention solely as a result of and in his or her capacity as a director or officer of the Company and (ii) if such opportunity is presented to or identified by a Designee other than solely as a result of and in his or her capacity as a director or officer of the Company, the Interested Parties shall be free to pursue such opportunity even if it also came to the Designee's attention as a result of and in his or her capacity as a director or officer of the Company. Nothing in this Agreement shall be interpreted to allow a Designee to pursue a business opportunity in the Designated Business solely for his or her personal benefit (as opposed to the benefit of an Interested Party).

Standards for Separate Conduct of Business. The Interested Parties and their Designees shall be deemed to meet the standards set forth in this Section 1.4 if the business of the Interested Parties is conducted through the use of their own personnel and assets and not with the substantial involvement of any personnel (other than the Designees) or material amount of assets of the Company. Without limiting the foregoing, such standards will be met with respect to a business opportunity if (a) it is identified by or presented to personnel of an Interested Party or a Designee and developed and pursued substantially through the use of the personnel (including any Designee) and assets of one or more Interested Parties (and not based on confidential information disclosed by or on behalf of the Company in or during the course of a Designee's relationship with the Company), and (b) it did not come to the attention of such Designee solely in, and as a direct result of, his is or her capacity as a director or officer of the Company; provided, however, that (i) if such opportunity is separately identified by an Interested Party or separately presented to an Interested Party other than such Designee, the Interested Parties shall be free to pursue such opportunity even if it also came to the Designee's attention solely as a result of and in his or her capacity as a director or officer of the Company and (ii) if such opportunity is presented to or identified by a Designee other than solely as a result of and in his or her capacity as a director or officer of the Company, the Interested Parties shall be free to pursue such opportunity even if it also came to the Designee's attention as a result of and in his or her capacity as a director or officer of the Company. Nothing in this Agreement shall be interpreted to allow a Designee to pursue a business opportunity in the Designated Business solely for his or her personal benefit (as opposed to the benefit of an Interested Party).