Common use of Waiver of Corporate Opportunities Clause in Contracts

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: (a) the Stockholder and its Affiliates, and their respective officers, directors, shareholders, partners, stockholders, agents and employees (collectively, the “Corporate Opportunities Group”), shall not in any way be prohibited or restricted from engaging or investing in, independently or with others, any business opportunity of any type or description; (b) subject to the proviso in Section 7.1(c), the Company shall not have any right in or to such other business opportunities of the Stockholder or any Person in the Corporate Opportunities Group or to the income or proceeds derived therefrom; and (c) neither the Stockholder nor any Person in the Corporate Opportunities Group shall be obligated to present any business opportunity to the Company or any other stockholder, even if the opportunity is of the character that, if presented to the Company, could be taken by the Company, or if presented to any other stockholder, could be taken by such stockholder; provided that with respect to any business opportunity that is offered in writing (including by e-mail or other electronic transmission) to any officer or director of the Company (or any of its Affiliates) who is also an officer, director or employee of Stockholder (or any of its Affiliates) which business opportunity is expressly offered to such individual in (and as a direct result of) his or her capacity as a director or officer of the Company (or any of its Affiliates), such business opportunity shall not be taken by Stockholder (or its Affiliate) without the approval of a majority of the Independent Directors.

Waiver of Corporate Opportunities. The Company acknowledges that the Stockholder Subscriber and its Affiliates own and/or or manage other businessesbusinesses and Persons, including businesses that may compete with the Company or the other stockholdersShareholders. Except as otherwise provided in this Agreement, without Without any accountability to the Company or any stockholder Shareholder by virtue of this Agreement: (a) the Stockholder each of Subscriber and its Affiliates, and their respective officers, directors, shareholders, partners, stockholders, employees, agents and employees Representatives, and each Director designated by Subscriber or its Affiliates (collectively, the “Corporate Opportunities Group”), shall not in any way be prohibited or restricted from engaging or investing in, independently or with others, any business opportunity of any type or description, including those business opportunities that might be the same or similar to the business of the Company or its Subsidiaries; (b) subject to the proviso in Section 7.1(c), the Company and its Subsidiaries shall not have any right in or to such other business opportunities of the Stockholder Subscriber or any Person in the Corporate Opportunities Group or to the income or proceeds derived therefrom; and; (c) neither the Stockholder Subscriber nor any Person in the Corporate Opportunities Group shall be obligated to present any business opportunity to the Company or its Subsidiaries or any other stockholderPerson, even if the opportunity is of the character that, if presented to the CompanyCompany or its Subsidiaries, could be taken by the Company, Company or if presented its Subsidiaries; and (d) each of Subscriber and the Persons in the Corporate Opportunities Group shall have the right to hold any other stockholder, could be taken by such stockholder; provided that with respect to any business opportunity that is offered in writing (including by e-mail or other electronic transmission) to any officer or director of the Company (or any of its Affiliates) who is also an officer, director or employee of Stockholder (or any of its Affiliates) which business opportunity is expressly offered to such individual in (and as a direct result of) his or her capacity as a director or officer of the Company (or any of its Affiliates), such business opportunity shall not be taken by Stockholder (for its own account or to recommend such opportunity to Persons other than the Company, its Affiliate) without the approval of a majority of the Independent DirectorsSubsidiaries or any other Shareholder.