Waiver of Corporate Opportunities. It is hereby acknowledged that members of the Investor Group participate in, and own and will own substantial equity interests in other entities (existing and future) that participate in, the energy industry (“Portfolio Companies”) and may make investments and enter into advisory service agreements and other agreements from time to time with those Portfolio Companies. Any individual who serves as an Investor Director may also serve as an employee, partner, officer, director, or member of the Investor Group or Portfolio Companies and, at any given time, members of the Investor Group or Portfolio Companies may be in direct or indirect competition with the Company and/or its subsidiaries. The Company waives, to the maximum extent permitted by Law, the application of the doctrine of corporate opportunity (or any analogous doctrine) with respect to the Investor Group or Portfolio Companies or any Investor Director. As a result of such waiver, no member of the Investor Group or Portfolio Companies, nor any Investor Director, shall have any obligation to refrain from: (A) engaging in or managing the same or similar activities or lines of business as the Company or any of its subsidiaries or developing or marketing any products or services that compete (directly or indirectly) with those of the Company or any of its subsidiaries; (B) acquiring assets in the same or similar areas of operation and lines of business of the Company; (C) investing in, owning or disposing of any (public or private) interest in 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 (including any member of the Investor Group, a “Competing Person”); (D) developing a business relationship with any Competing Person; or (E) entering into any agreement to provide any service(s) to any Competing Person or acting as an officer, director, member, manager or advisor to, or other principal of, any Competing Person, regardless (in the case of each of clauses (A) through (E)) of whether such activities are in direct or indirect competition with the business or activities of the Company or any of its subsidiaries (the activities described in clauses (A) through (D) are referred to herein as “Specified Activities”). To the fullest extent permitted by Law, the Company hereby renounces (for itself and on behalf of its subsidiaries) any interest or expectancy in, or in being notified of or offered an opportuni...
Waiver of Corporate Opportunities. In recognition that the Purchaser and Investor Designee currently have and will in the future have, or will consider, investments in numerous companies with respect to which Purchaser, Investor Designee or another Purchaser Party may serve as an advisor, a director or in some other capacity, and in recognition that Purchaser, Investor Designee and other Purchaser Parties have myriad duties to various investors and partners, and in anticipation that the Company and its Subsidiaries, on the one hand, and the Purchaser, Investor Designee and any other Purchaser Party, on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 4.6 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Purchaser, Investor Designee or Purchaser Party, and, except as the Purchaser and Investor Designee may otherwise agree in writing after the date hereof:
Waiver of Corporate Opportunities. The Company acknowledges that the Stockholder and its Affiliates own and/or manage other businesses, including businesses that may compete with the Company or the other stockholders. Except as otherwise provided in this Agreement, without any accountability to the Company or any stockholder by virtue of this Agreement:
Waiver of Corporate Opportunities. (a) To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective Affiliates, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation, except that the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation only with respect to a corporate opportunity (i) that was offered to such person solely in his or her capacity as a director or officer of the Corporation, (ii) that is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (iii) to the extent the director or officer is permitted to refer such opportunity to the Corporation without violating any legal obligation (such a corporate opportunity, a “Subject Opportunity”).
Waiver of Corporate Opportunities. The Company acknowledges that Subscriber and its Affiliates own or manage other businesses and Persons, including businesses that may compete with the Company or the other Shareholders. Without any accountability to the Company or any Shareholder by virtue of this Agreement:
Waiver of Corporate Opportunities. Company indemnification, advancement and exculpation provisions to the fullest extent permitted by applicable law. Governing documents to provide for waiver of fiduciary duties and corporate opportunity doctrine with respect to Directors, to the extent permitted by applicable law. Corporate Form Delaware limited liability company EXHIBIT G
Waiver of Corporate Opportunities. In recognition that the Investor and the Investor Designee currently have and will in the future have, or will consider, investments in numerous companies with respect to which the Investor, the Investor Designee or another Investor Party may serve as an advisor, a director or in some other capacity, and in recognition that the Investor, the Investor Designee and other Investor Parties have myriad duties to various investors and partners, and in anticipation that the Company and its Subsidiaries, on the one hand, and the Investor, Investor Designee and any other Investor Party, on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular situation, the provisions of this Section 4.5 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Investor, the Investor Designee or an Investor Party, and, except as the Investor and the Investor Designee may otherwise agree in writing after the date hereof:
Waiver of Corporate Opportunities. Neither Orckit, Networks3 nor their respective Affiliates will have any duty to refrain from (a) engaging in the same or similar activities or lines of business as a member of the Orckit Group or as Networks3, (b) doing business with any potential or actual supplier or customer of the Orckit Group or Networks3 or (c) engaging in, or refraining from, any other activities whatsoever relating to any of the potential or actual suppliers or customers of the Orckit Group or Networks3. Each of Orckit and Networks3 is aware that from time to time business opportunities may arise which either of them (or their respective Affiliates) may be financially able to undertake, and which are, from their nature, in the line of more than one or the other of their respective businesses and are of practical advantage to more than one of them (or their respective Affiliates). If either Orckit or Networks3 (or their respective Affiliates) acquires knowledge of an opportunity that meets the foregoing standard, none of Networks3, Orckit nor their respective Affiliates will have any duty to communicate or offer such opportunity to any of the others and may pursue or acquire such opportunity for itself, or direct such opportunity to any other Person.
Waiver of Corporate Opportunities. To the fullest extent permitted from time to time under Delaware law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are presented to its officers, directors or Stockholders other than those officers, directors or Stockholders who are employees of the Company. No amendment or repeal of this Section 9.16 shall apply to or have any effect on the liability or alleged liability of any officer, director or Stockholder of the Company for or with respect to any acts or omissions of such officer, director or stockholder occurring prior to such amendment or repeal.
Waiver of Corporate Opportunities. Each of the Corporation and the Stockholders recognizes that the Stockholders and their respective Affiliates (other than the Corporation and its Subsidiaries) and all of their respective partners, principals, directors, officers, members, managers and/or employees, including any of the foregoing who serve as officers, directors or employees of the Corporation or any of its Subsidiaries (collectively, “Exempt Persons”), have or may in the future have other business interests, activities and investments or opportunities with respect thereto, some of which may be in conflict or competition with the business of the Corporation, and that such Exempt Persons are entitled to carry on such other business interests, activities and investments and/or compete with the Corporation or pursue such opportunities, even if such interests, activities and investments are adverse to the interests of the Corporation or one or more of its Stockholders, and shall have no obligation to present any such 38 opportunities to the Corporation or any other Person. Neither the Corporation, its Subsidiaries, the Stockholders (or their respective Affiliates) nor any other Person shall have any right, by virtue of this Agreement, in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Corporation or any of its Subsidiaries, by a Exempt Person (or any of their Affiliates or any other Person with which such Exempt Person is acting) shall not be deemed wrongful or improper or constitute a breach of any duty or obligation (contractual, fiduciary or otherwise). Each of the Exempt Persons, in their sole discretion, may offer an opportunity to participate in any such business or venture to any Person, including any Stockholders or their respective Affiliates without any duty or obligation to any other Person. The taking by any such Exempt Person (or its respective Affiliates or any other Person with which such Exempt Person is acting), or the offering or other transfer by any such Exempt Person to another Person, of any potential business opportunity shall not constitute or be construed or interpreted as (a) a breach or violation of any duty (contractual, fiduciary or otherwise, including any duty under this Agreement or any other applicable Law) or (b) receipt by any such Exempt Person or its respective Affiliates or other Persons with which it is acting of an improper benefit, or an improper personal...
