Common use of Action in Stockholder Capacity Only Clause in Contracts

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s capacity as the beneficial owner of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, nothing in this Agreement in any way restricts or limits any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and the taking of any actions in his or her capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s capacity as the record and/or beneficial owner of such Stockholder’s the Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement in any way restricts or limits any action taken by such Stockholder or any designee or related party of such Stockholder the Executive in his or her capacity as a director or officer of the Company Company, or any of his controlled affiliates (but not on his own behalf as a Stockholder) and the taking of any actions (or failure to act) in his or her capacity as an officer or director of the Company Company, or any of his controlled affiliates will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge and agree that this Agreement is entered into by each Stockholder solely in such Stockholder’s his or her capacity as the record and/or beneficial owner of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement shall restrict or limit in any way restricts or limits respect any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and the Company. The taking of any actions action (or failure to act) by either Stockholder in his or her capacity as an officer or director of the Company will not in no event be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge and agree that this Agreement is entered into by each Stockholder solely in such Stockholder’s his capacity as the record and/or beneficial owner of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement shall restrict or limit in any way restricts or limits respect any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and the Company. The taking of any actions action (or failure to act) by either Stockholder in his or her capacity as an officer or director of the Company will not in no event be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s his capacity as the beneficial owner of such Stockholder’s the Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement shall in any way restricts restrict or limits limit any director or officer of the Company from taking any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and that is necessary for him to comply with his fiduciary duties as a director or officer of the taking of any actions Company, including, without limitation, participating in his or her capacity as an officer or a director of the Company will not be deemed to constitute a breach of this Agreement, regardless in any discussions or negotiations in accordance with Section 6.03 of the circumstances related theretoMerger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s 's capacity as the beneficial owner Beneficial Owner of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, 's Owned Common Stock and nothing in this Agreement in any way restricts or limits any action taken by such Stockholder or any designee or related party of such Stockholder solely in his or her its capacity as a director or officer of the Company (but not on its own behalf as a stockholder) and the taking of any actions (or failure to act) solely in his or her its capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s its capacity as the beneficial an owner of such Stockholder’s the Stockholder Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement shall in any way restricts restrict or limits any action taken by limit the ability of such Stockholder or any designee or related party Affiliate of such Stockholder who is a director of the Company from taking any action in his or her capacity as a director or officer of the Company, including the exercise of fiduciary duties to the Company and the taking of any actions its stockholders. No action taken in his such capacity or her capacity inaction as an officer or a director of the Company will not shall be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties Parties acknowledge and agree that this Agreement is entered into by each Stockholder the Stockholders solely in such Stockholder’s their capacity as the beneficial owner Beneficial Owners of such Stockholder’s Shares shares of the Company Common Stock and, notwithstanding anything herein subject to the contraryMerger Agreement, nothing in this Agreement shall restrict in any way restricts respect any actions (or limits omissions) taken in any action taken other capacity (including by such Stockholder or any designee or related party director of such Stockholder the Company in his or her capacity as a director or officer of the Company and the taking of any actions in his or her capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related theretoCompany).

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s its capacity as the beneficial an owner of such Stockholder’s Covered Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement shall in any way restricts restrict or limits limit any Stockholder from taking or authorizing any action taken by such Stockholder or inaction in his or her capacity as a director, officer, trustee or other fiduciary of the Company or any designee subsidiary thereof or related party of such Stockholder any employee benefit plan of the Company, including, without limitation, participating in his or her capacity as a director or officer of the Company and the taking of in any actions discussions or negotiations in his or her capacity as an officer or director accordance with Section 5.3 of the Company will not be deemed to constitute a breach of this Merger Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s 's capacity as the beneficial owner Beneficial Owner of such Stockholder’s 's Owned Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement Agreement, including the restrictions in Section 4.3, shall in any way restricts restrict or limits limit any action taken by such Stockholder any Affiliates or any designee or related party Representatives of such Stockholder in his or her capacity as a director or officer of the Company and the taking of any actions (but solely in his such capacities as director or her capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related theretoCompany).

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s its capacity as the beneficial owner of such Stockholder’s the Stockholder Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement is intended to or shall in any way restricts restrict or limits limit any director of the Company from taking any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company that is necessary for him or her to comply with his or her fiduciary duties as a director of the Company, and the taking of no action taken by any actions individual in his or her capacity as an officer or a director of the Company will not shall give rise to or be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge and agree that this Agreement is entered into by each Stockholder solely in such Stockholder’s his capacity as the record and/or beneficial owner of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement shall restrict or limit in any way restricts or limits respect any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and the or any Company Subsidiary. The taking of any actions action (or failure to act) by any Stockholder in his or her capacity as an officer or director of the Company or any Company Subsidiary will not in no event be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s its capacity as the beneficial a direct or indirect owner of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, nothing Covered Shares. Nothing in this Agreement shall in any way restricts restrict or limits any action taken by limit the ability of such Stockholder or any designee Affiliate or related party employee of such Stockholder who is a director of the Company from taking any action in his or her capacity as a director or officer of the Company, including the exercise of fiduciary duties to the Company and its Stockholders. Nothing in this Agreement shall restrict or limit the Company from taking of any actions in his or her capacity as an officer or director of that are otherwise permitted by the Company will not be deemed to constitute a breach of this Merger Agreement, regardless of the circumstances related theretoincluding with respect to a Superior Proposal.

Action in Stockholder Capacity Only. The parties acknowledge and agree that this Agreement is entered into by each the Stockholder solely in such Stockholder’s its, his or her capacity as the record and/or beneficial owner of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement shall restrict or limit in any way restricts or limits respect any action taken by such Stockholder or any designee or related party of such Stockholder in its, his or her capacity as a director or officer of the Company and the Company. The taking of any actions action (or failure to act) by the Stockholder in its, his or her capacity as an officer or director of the Company will not in no event be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s its capacity as the a direct or indirect record or beneficial owner of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, nothing Covered Shares. Nothing in this Agreement shall in any way restricts restrict or limits any action taken by limit the ability of such Stockholder or any Affiliate, employee or designee or related party of such Stockholder who is a director of the Company from taking any action in his or her capacity as a director or officer of the Company, including the exercise of fiduciary duties to the Company and its Stockholders. Nothing in this Agreement shall restrict or limit the Company from taking of any actions in his or her capacity as an officer or director of that are otherwise permitted by the Company will not be deemed to constitute a breach of this Merger Agreement, regardless of the circumstances related theretoincluding with respect to a Superior Proposal.

Action in Stockholder Capacity Only. The parties Parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s his or its capacity as the beneficial an owner of such Stockholder’s Subject Shares andand that nothing in this Agreement shall in any way restrict or limit any Stockholder from taking or authorizing any action or inaction in his or its capacity as a director, notwithstanding anything herein to officer or other fiduciary of the contraryCompany. Further, nothing in this Agreement in shall be construed to impose any way restricts obligation or limits any action limitation on votes or actions taken by such Stockholder any director, officer, general partner, member, employee, agent or any designee or related party other representative (collectively, “Representatives”) of such Stockholder in his or her capacity as a director or officer of the Company and the taking of any actions in his or her capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related theretoCompany.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s capacity as the beneficial owner Beneficial Owner of such Stockholder’s Owned Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement in any way restricts or limits any action taken by such Stockholder or any designee or related party of such Stockholder solely in his or her its capacity as a director or officer of the Company (but not on its own behalf as a stockholder) and the taking of any actions (or failure to act) solely in his or her its capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge and agree that this Agreement is entered into by each the Stockholder solely in such Stockholder’s its, his or her capacity as the record and/or beneficial owner of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement shall restrict or limit in any way restricts or limits respect any action taken by such Stockholder or any designee or related party of such Stockholder in its, his or her capacity as a director or officer of the Company and the Parent. The taking of any actions action (or failure to act) by the Stockholder in its, his or her capacity as an officer or director of the Company Parent will not in no event be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely Shareholder Party in such Stockholder’s his or its capacity as the beneficial owner of such Stockholder’s the applicable Party Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement shall in any way restricts restrict or limits limit any director or officer of the Company from taking any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and that is necessary for him or her to comply with his or her fiduciary duties as a director or officer of the taking of any actions Company, including, without limitation, furnishing information or participating in his or her capacity as an a director or officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless in any discussions or negotiations in accordance with Section 5.3 of the circumstances related theretoMerger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s his capacity as the beneficial owner Beneficial Owner of such Stockholder’s the Owned Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement shall in any way restricts restrict or limits limit any action taken or to be taken (or failure to act) by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of Metalline (but not on his own behalf as the Company Beneficial Owner of the Owned Shares) and the taking of any actions (or failure to act) in his or her capacity as an officer or director of the Company Metalline will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s his, her or its capacity as the beneficial owner of such Stockholder’s the Stockholder Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement shall in any way restricts restrict or limits limit any director or officer of the Company from taking any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and that is necessary for him or her to comply with his or her fiduciary duties as a director or officer of the taking of any actions Company, including, without limitation, participating in his or her capacity as an officer or a director of the Company will not be deemed to constitute a breach of this Agreement, regardless in any discussions or negotiations of the circumstances related theretoMerger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by the Stockholders in each Stockholder solely in such Stockholder’s capacity as the beneficial legal owner of such Stockholder’s Owned Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement in any way restricts or limits any action taken by such Stockholder any Stockholder, or trustee or investment advisor of any designee or related party of such Stockholder Stockholder, solely in his or her capacity as a director or officer of the Company and the taking of any actions (or failure to act) solely in his or her capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties hereto acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s his capacity as the beneficial owner of such Stockholder’s the Stockholder Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement shall in any way restricts restrict or limits limit any director or officer of the Company from taking any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and that is necessary for him or her to comply with his fiduciary duties as a director or officer of the taking of any actions Company, including, without limitation, participating in his or her capacity as an officer or a director of the Company will not be deemed to constitute a breach of this Agreement, regardless in any discussions or negotiations of the circumstances related theretoMerger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s his capacity as the beneficial owner of such Stockholder’s the Stockholder Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement shall in any way restricts restrict or limits limit any director or officer of the Company from taking any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and that is necessary for him to comply with his fiduciary duties as a director or officer of the taking of any actions Company, including, without limitation, participating in his or her capacity as an officer or a director of the Company will not be deemed to constitute a breach of this Agreement, regardless in any discussions or negotiations of the circumstances related theretoMerger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge Stockholder acknowledges that this Agreement is entered into by each Stockholder solely it in such Stockholder’s its capacity as a stockholder of the beneficial owner of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, Company and that nothing in this Agreement shall in any way restricts restrict or limits limit any director, officer or employee of the Stockholder or its affiliates from taking any action taken by in his capacity as such Stockholder or any designee or related party of such Stockholder in order to comply with his or her capacity as a director or officer of the Company and the taking of any actions in his or her capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related theretofiduciary obligations.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s capacity as the beneficial owner Beneficial Owner of such Stockholder’s Owned Shares and, notwithstanding anything herein to the contrary, nothing in this Agreement in any way restricts or limits any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company or any of its Subsidiaries and the taking of any actions in his or her capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s its capacity as the beneficial direct or indirect owner of such Stockholder’s the Stockholder Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement shall in any way restricts restrict or limits any action taken by limit the ability of such Stockholder or any designee or related party Affiliate of such Stockholder who is a director of the Company from taking any action in his or her capacity as a director or officer of the Company, including the exercise of fiduciary duties to the Company and the taking of any actions in his or her capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related theretoits Stockholders.

Action in Stockholder Capacity Only. The parties Parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s his or its capacity as the beneficial an owner of such Stockholder’s Subject Shares andand that nothing in this Agreement shall in any way restrict or limit any Stockholder from taking or authorizing any action or inaction in his or its capacity as a director, notwithstanding anything herein to officer or other fiduciary of the contraryCompany. Further, nothing in this Agreement in shall be construed to impose any way restricts obligation or limits any action limitation on votes or actions taken by such Stockholder any director, officer, general partner, member, employee, agent or any designee or related party other representative (collectively, "Representatives") of such Stockholder in his or her capacity as a director or officer of the Company and the taking of any actions in his or her capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related theretoCompany.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s its capacity as the beneficial an owner of such Stockholder’s Stockholder Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement shall in any way restricts restrict or limits limit any trustee or other representative of a Stockholder that also is a director or officer of the Company from taking any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and that is necessary for him to comply with his fiduciary duties as a director or officer of the taking of any actions Company, including, without limitation, participating in his or her capacity as an officer or a director of the Company will not be deemed to constitute a breach of this Agreementin any discussions, regardless negotiations or votes in accordance with Section 5.3 of the circumstances related theretoMerger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s capacity as the beneficial owner Beneficial Owner of such Stockholder’s Owned Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement in any shall way restricts or limits any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company (but solely in such capacities and not on his own behalf) and the taking of any actions solely in his or her capacity as an officer or director of the Company and not in violation of the Merger Agreement will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s its capacity as the beneficial a direct or indirect owner of such Stockholder’s the Stockholder Shares and, notwithstanding anything herein to the contrary, nothing and Company Warrants. Nothing in this Agreement shall in any way restricts restrict or limits any action taken by limit the ability of such Stockholder or any designee or related party Affiliate of such Stockholder who is a director of the Company from taking any action in his or her capacity as a director or officer of the Company, including the exercise of fiduciary duties to the Company and its Stockholders. Nothing in this Agreement shall restrict or limit the Company from taking of any actions in his or her capacity as an officer or director of that are otherwise permitted by the Company will not be deemed to constitute a breach of this Merger Agreement, regardless of the circumstances related theretoincluding with respect to a Superior Proposal.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each the Stockholder solely in such Stockholder’s its capacity as the beneficial an owner of such Stockholder’s Stockholder Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement shall in any way restricts restrict or limits limit any representative of the Stockholder that also is a director of the Company from taking any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and that is necessary for him to comply with his fiduciary duties as a director of the taking of any actions Company, including, without limitation, participating in his or her capacity as an officer or a director of the Company will not be deemed to constitute a breach of this Agreementin any discussions, regardless negotiations or votes in accordance with Section 7.7 of the circumstances related theretoMerger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge and agree that this Agreement is entered into by each Stockholder solely in such Stockholder’s his capacity as the record and/or beneficial owner of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement shall restrict or limit in any way restricts or limits respect any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and the or any Giants Subsidiary. The taking of any actions action (or failure to act) by any Stockholder in his or her capacity as an officer or director of the Company or any Giants Subsidiary will not in no event be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.

Action in Stockholder Capacity Only. The parties acknowledge and agree that this Agreement is entered into by each the Stockholder solely in such Stockholder’s his capacity as the beneficial owner or record holder of such Stockholder’s Shares and, notwithstanding anything herein to the contrary, Parent Stock and nothing in this Agreement shall restrict, limit or affect (or require the Stockholder to attempt to restrict, limit or affect) in any way restricts or limits respect any action actions taken by such the Stockholder as a director, trustee, officer or any designee fiduciary of Parent in his, her or related party of such Stockholder in his or her its capacity as a director or officer of the Company and the taking of any actions in his or her capacity as an director, trustee, officer or director fiduciary of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related theretoParent.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s its capacity as the beneficial owner of such Stockholder’s its Shares and, notwithstanding anything herein to the contrary, and that nothing in this Agreement shall in any way restricts restrict or limits limit any director or officer of the Company from taking any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and that is necessary for him to comply with his fiduciary duties as a director or officer of the taking of any actions Company, including, without limitation, participating in his or her capacity as an officer or a director of the Company will not be deemed to constitute a breach of this Agreement, regardless in any discussions or negotiations in accordance with Section 6.03 of the circumstances related theretoMerger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder solely in such Stockholder’s capacity as the record and/or beneficial owner of such Stockholder’s the Shares and, notwithstanding anything herein to the contrary, and nothing in this Agreement in any way restricts or limits any action taken by such Stockholder or any designee or related party of such Stockholder in his or her capacity as a director or officer of the Company and the taking of any actions (or failure to act) in his or her such Stockholder’s capacity as an officer or director of the Company will not be deemed to constitute a breach of this Agreement, regardless of the circumstances related thereto.