Corporate Opportunity Matters. Except as expressly provided in this Section 4, the Investors other than Enron (the "Rhythms Stockholders" for purposes of this Section 4.1) and the Company acknowledge and agree that neither Enron nor any of its Affiliates shall be expressly or implicitly restricted or proscribed pursuant to this Agreement, the relationship that exists between Enron and the Rhythms Stockholders, the relationship between Enron and the Company or otherwise, from engaging in any type of business activity or owning an interest in any type of business entity, regardless of whether such business activity is (or such business entity engages in businesses that are) in direct or indirect competition with the businesses or activities of the Company or of any of its Affiliates (as defined below) or any other person or entity. Without limiting the foregoing and except as otherwise expressly provided in this Section 4, the Rhythms Stockholders and the Company acknowledge and agree that (i) neither the Rhythms Stockholders, the Company or its Affiliates nor any other person or entity shall have any rights, by virtue of this Agreement, the relationship that exists between Enron and the Rhythms Stockholders, the relationship between Enron and the Company or otherwise, in any business venture or business opportunity of Enron or any of its Affiliates, and Enron and such Affiliates shall have no obligation to offer any interest in any such business venture or business opportunity to the Rhythms Stockholders, the Company, any Affiliate of the Company or any other person or entity, or otherwise account to the Rhythms Stockholders, the Company, any Affiliate of the Company or any other persons or entities in respect of any such business ventures, (ii) the activities of Enron or any of its Affiliates that are in direct or indirect competition with the activities of the Company or any of its Affiliates are hereby approved by the Rhythms Stockholders and the Company, and (iii) it shall be deemed not to be a breach of any fiduciary or other duties, if any and whether express or implied, that may be owed by Enron or its Affiliates to the Rhythms Stockholdersor the Company for Enron to permit itself or one of its Affiliates to engage in a business opportunity in preference or to the exclusion of the Rhythms Stockholders, the Company, its Affiliates or any other person or entity.
Corporate Opportunity Matters. 19 5. MISCELLANEOUS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Corporate Opportunity Matters. 1. Except as set forth in Section (E)(2) of this Article VI, to the extent permitted by the DGCL, if any non-employee director (or any of his or her affiliates) acquires knowledge of a potential transaction or matter which may be a corporate opportunity in the same or similar activity or line of business as the Corporation, the Corporation shall have no interest or expectancy in being offered by such non-employee director any opportunity to participate in such corporate opportunity, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation and without limiting the scope of such renunciation, such person (a) shall have no duty to communicate or present such corporate opportunity to the Corporation and (b) shall have the right to hold any such corporate opportunity for its (and its officers’, directors’, agents’, stockholders’ or affiliates’) own account or to recommend, sell, assign or transfer such corporate opportunity to any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental entity or other entity of any kind or nature (each, a “Person”) other than the Corporation; provided, however, that the foregoing shall not preclude or prevent the Corporation from pursuing any corporate opportunity that may be presented to it by any means.
Corporate Opportunity Matters. Jacor and the Purchaser agree that and from and after the Closing hereunder any former Archon employee may pursue any business opportunities that would, prior to the Closing, have been foreclosed to such employee as a result of the corporate opportunity doctrine or similar principles of fiduciary duty, and Jacor and the Purchaser hereby waive the right to assert the benefits of any such principle in such circumstance.
Corporate Opportunity Matters. 18 5. MISCELLANEOUS....................................................20
Corporate Opportunity Matters. In accordance with Section 122, paragraph (17) of the DGCL, for so long as SCF holds any Capital Stock, the Company hereby renounces any interest or expectancy in, or any interest or expectancy of the Company being offered an opportunity to participate in, any business opportunity of a type that is similar to or related to any business activity that is conducted or may be conducted by the Company and in which SCF or any of its officers, directors, partners or Affiliates, or any person acting on SCF’s behalf as a director or manager of any Person, including the Company (each, an “SCF Person”), or any other Person that may be deemed to be Controlled by any SCF Person or SCF Persons, participates or desires or seeks to participate, other than (a) any business opportunity that is brought to the attention of an SCF Person solely in such SCF Person’s capacity as a director or officer of the Company and with respect to which no other SCF Person independently receives NINE ENERGY SERVICE, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT notice or otherwise identifies such opportunity and (b) any business opportunity that is identified by an SCF Person solely through the disclosure of information by or on behalf of the Company. The Company shall not be prohibited from pursuing any business opportunity with respect to which it has renounced any interest or expectancy as a result of this Section 4.1. In addition, the Company shall not amend, modify or revoke the provisions set forth in Article Tenth of the Certificate of Incorporation at any time while SCF holds Capital Stock. Each Stockholder hereby agrees to take all actions necessary or desirable to effect the foregoing sentence, including voting for or consenting to, or voting against or refusing to consent to, amendments to the Certificate of Incorporation (whether effected by merger, consolidation or otherwise) in order to give effect to this Section 4.1.
Corporate Opportunity Matters. In accordance with Section 122, paragraph (17) of the Delaware General Corporation Law (or any successor statute thereto), the Corporation hereby renounces any interest or expectancy in any business opportunity (including specifically any business opportunity of a type that is similar to or related to any business activity that is conducted or may be conducted by the Corporation) that is pursued by (a) WPEP or any of its officers, directors, partners or Affiliates, or any person acting on WPEP's behalf as a director or manager of any Person, including the Corporation (each, a "WPEP Person"), or any other Person that may be deemed to be controlled by any WPEP Person or WPEP Persons, other than any business opportunity that is brought to the attention of such WPEP Person by an officer or employee of or consultant to the Corporation acting in his capacity as such, or (b) CHEX or any of its officers, directors, shareholders or Affiliates, or any person acting on CHEX's behalf as a director or manager of any Person, including the Corporation (each, a "CHEX Person"), or any other Person that may be deemed to be controlled by any CHEX Person or CHEX Persons, other than any business opportunity that is brought to the attention of such CHEX Person by an officer or employee of or consultant to the Corporation acting in his capacity as such; provided that (i) if such opportunity is separately identified by a WPEP Person or CHEX Person or separately presented to a WPEP Person or CHEX Person by a person other than a Board designee of CHEX or WPEP (a "Designee"), such CHEX Person or WPEP Person 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 of the Corporation and (ii) if such opportunity is presented to or identified by a Designee other than as a result of and in his or her capacity as a director of the Corporation, a WPEP Person or CHEX Person 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 of the Corporation. Nothing in this Agreement will allow a Board member to usurp a corporate opportunity solely for his or her personal benefit. All of the forgoing shall be subject to any limitations set forth in Section 5(d) of the Contribution Agreement. The Corporation shall not be prohibited from pursuing any business opportunity with respect to which it has renounced any interest or ...
Corporate Opportunity Matters. (a) Except as set forth in Section 4.1(b) below, in the event that a Stockholder Director (or any of his or her Affiliates) acquires knowledge of a potential transaction or matter which may be a corporate opportunity in the same or similar activity or line of business as Public Company, Public Company shall have no interest or expectancy in being offered by such Stockholder Director any opportunity to participate in such corporate opportunity, any such interest or expectancy being hereby renounced to the fullest extent permitted by Law, so that, as a result of such renunciation and without limiting the scope of such renunciation, such Stockholder Director (i) shall have no duty to communicate or present such corporate opportunity to Public Company, (ii) shall have the right to hold any such corporate opportunity for its (and its Representatives’) own account or to recommend, sell, assign or transfer such corporate opportunity to any Person other than Public Company, and (iii) shall not be in breach of the fiduciary duties of such Stockholder Director acting in good faith for withholding or exercising such right; provided, however, that the foregoing shall not preclude or prevent Public Company from pursuing any corporate opportunity that may be presented to it by any means.
Corporate Opportunity Matters. In accordance with Section 122, paragraph (17) of the Delaware General Corporation Law (or any successor statute thereto), for so long as any designee of SCF serves on the Board (an “SCF Designee”) the Company hereby renounces any interest or expectancy in any business opportunity of a type that is similar to or related to any business activity that is conducted or may be conducted by the Company and in which SCF or any of its officers, directors, partners or Affiliates, or any person acting on SCF’s behalf as a director or manager of any Person, including the Company (each, an “SCF Person”), or any other person that may be deemed to be controlled by any SCF Person or SCF Persons, participates or desires or seeks to participate, other than (i) any business opportunity that is brought to the attention of such SCF Designee solely in such SCF Designee’s capacity as a director of the Company and with respect to which no other SCF Person independently receives notice or otherwise identifies such opportunity and (ii) any business opportunity that is identified by an SCF Person solely through the disclosure of information by or on behalf of the Company. The Company shall not be prohibited from pursuing any business opportunity with respect to which it has renounced any interest or expectancy as a result of this Section 5.1.
Corporate Opportunity Matters. The Company shall not amend, modify or revoke the provisions set forth in Article Tenth of the Second Amended and Restated Certificate of Incorporation of the Company at any time while SCF holds Capital Stock. Each Stockholder hereby agrees to take all actions necessary or desirable to effect the foregoing sentence, including voting for or consenting to, or voting against or refusing to consent to, amendments to the Second Amended and Restated Certificate of Incorporation of the Company (whether effected by merger, consolidation or otherwise) in order to give effect to this Section 4.1.
