Common use of Action in Stockholder Capacity Only Clause in Contracts

Action in Stockholder Capacity Only. No Person executing this Agreement (or designee or Representative of such Person) who has been, is or becomes during the term of this Agreement a director, trustee, officer or fiduciary of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director, trustee, officer or fiduciary of the Company. The parties acknowledge and agree that this Agreement is entered into by the Stockholder solely in its capacity as the beneficial owner or record holder of Company Common Shares, Company Series E Preferred Shares or Partnership Common Units and nothing in this Agreement shall restrict, limit or affect (or require the Stockholder to attempt to restrict, limit or affect) in any respect any actions taken by the Stockholder or its designees or Representatives who are a director, trustee, officer or fiduciary of the Company in its capacity as a director, trustee, officer or fiduciary of the Company. Neither the Stockholder nor any of its designees or Representatives shall have any liability under this Agreement as a result of any action or inaction by the Stockholder or its designees or Representatives acting in its capacity as an officer, trustee, director or fiduciary of the Company, it being understood that any action taken (or failure to take action) by the Stockholder or its designees or Representatives in such capacity to approve a Change in Recommendation shall have no effect on the obligations of the Stockholder under this Agreement as the record holder or beneficial owner of Subject Securities if this Agreement has not been validly terminated in accordance with its terms. For the avoidance of doubt, nothing in this Section 11.14 shall in any way modify, alter or amend any of the terms of the Merger Agreement.

Action in Stockholder Capacity Only. No Person executing this Agreement (or designee or Representative of such Person) who has been, is or becomes during the term of this Agreement a director, trustee, officer or fiduciary of the Company Parent or Parent LP shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director, trustee, officer or fiduciary of the CompanyParent or Parent LP. The parties acknowledge and agree that this Agreement is entered into by the Stockholder solely in its capacity as the beneficial owner or record holder of Company Common Shares, Company Series E Preferred Shares or Partnership Common Units 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 respect any actions taken by the Stockholder or its designees or Representatives who are a director, trustee, officer or fiduciary of the Company Parent or Parent LP in his, her or its capacity as a director, trustee, officer or fiduciary of the CompanyParent or Parent LP. Neither the Stockholder nor any of its designees or Representatives shall have any liability under this Agreement as a result of any action or inaction by the such Stockholder or its designees or Representatives acting in his, her or its capacity as an officer, trustee, director or fiduciary of the CompanyParent or Parent LP, it being understood that any action taken (or failure to take action) by the Stockholder or its designees or Representatives in such capacity to approve a Parent Adverse Recommendation Change in Recommendation shall have no effect on the obligations of the Stockholder under this Agreement as the record holder or beneficial owner of Subject Securities if this Agreement has not been validly terminated in accordance with its terms. It is expressly understood that the Stockholder is not making any agreement or understanding in its capacity as, or on behalf of any designee or Representative of the Stockholder who is a director, trustee, officer or fiduciary of Parent or Parent LP. For the avoidance of doubt, nothing in this Section 11.14 8.14 shall in any way modify, alter or amend any of the terms of the Merger Agreement.

Action in Stockholder Capacity Only. No Person executing this Agreement (or designee or Representative of such Person) who has been, is or becomes during the term of this Agreement a director, trustee, officer or fiduciary of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director, trustee, officer or fiduciary of the Company. The parties acknowledge and agree that this Agreement is entered into by the each Stockholder solely in his, her or its capacity as the beneficial owner or record holder of Company Common Shares, Stock or Company Series E Preferred Shares or Partnership Common Units and nothing in this Agreement shall restrict, limit or affect (or require the a Stockholder to attempt to restrict, limit or affect) in any respect any actions taken by the such Stockholder or its designees or Representatives who are a director, trustee, officer or fiduciary of the Company in his, her or its capacity as a director, trustee, officer or fiduciary of the Company. Neither the Stockholder Stockholders nor any of its their designees or Representatives shall have any liability under this Agreement as a result of any action or inaction by the such Stockholder or its designees or Representatives acting in his, her or its capacity as an officer, trustee, director or fiduciary of the Company, it being understood that any action taken (or failure to take action) by the a Stockholder or its designees or Representatives in such capacity to approve a an Adverse Recommendation Change in Recommendation shall have no effect on the obligations of the such Stockholder under this Agreement as the record holder or beneficial owner of Subject Securities if this Agreement has not been validly terminated in accordance with its terms. For the avoidance of doubt, nothing in this Section 11.14 8.14 shall in any way modify, alter or amend any of the terms of the Merger Agreement.

Action in Stockholder Capacity Only. No Person executing this Agreement (or designee or Representative of such Person) who has been, is or becomes during the term of this Agreement a director, trustee, officer or fiduciary of the Company Parkway or Parkway LP shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director, trustee, officer or fiduciary of the CompanyParkway or Parkway LP. The parties acknowledge and agree that this Agreement is entered into by the Stockholder Stockholders solely in its their capacity as the beneficial owner owners or record holder holders of Company Common Shares, Company Series E Preferred Shares or Partnership Common Units Parkway Stock and nothing in this Agreement shall restrict, limit or affect (or require the Stockholder Stockholders to attempt to restrict, limit or affect) in any respect any actions taken by the Stockholder Stockholders or its their designees or Representatives who are a director, trustee, officer or fiduciary of the Company Parkway or Parkway LP in his, her or its capacity as a director, trustee, officer or fiduciary of the CompanyParkway or Parkway LP. Neither the No Stockholder nor any of its designees or Representatives shall have any liability under this Agreement as a result of any action or inaction by the such Stockholder or its designees or Representatives acting in his, her or its capacity as an officer, trustee, director or fiduciary of the CompanyParkway or Parkway LP, it being understood that any action taken (or failure to take action) by the Stockholder Stockholders or its their designees or Representatives representative in such capacity to approve a Change in Parkway Recommendation shall have no effect on the obligations of the Stockholder Stockholders under this Agreement as the record holder or beneficial owner of Subject Securities if this Agreement has not been validly terminated in accordance with its terms. It is expressly understood that the Stockholders are not making any agreement or understanding in their capacity as, or on behalf of any designee or representative of a Stockholder who is a director, trustee, officer or fiduciary of Parkway or Parkway LP. For the avoidance of doubt, nothing in this Section 11.14 8.15 shall in any way modify, alter or amend any of the terms of the Merger Agreement.

Action in Stockholder Capacity Only. No Person executing this Agreement (or designee or Representative of such Person) who has been, is or becomes during the term of this Agreement a director, trustee, officer or fiduciary of Parkway or the Company Partnership shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director, trustee, officer or fiduciary of Parkway or the CompanyPartnership. The parties acknowledge and agree that this Agreement is entered into by the each Stockholder solely in its capacity as the beneficial owner or record holder of Company Common Shares, Company Series E Preferred Shares or Partnership Common Units Parkway Stock and nothing in this Agreement shall restrict, limit or affect (or require the such Stockholder to attempt to restrict, limit or affect) in any respect any actions taken by the such Stockholder or its designees or Representatives who are a director, trustee, officer or fiduciary of Parkway or the Company Partnership in his, her or its capacity as a director, trustee, officer or fiduciary of Parkway or the CompanyPartnership. Neither the No Stockholder nor any of its designees or -10- Representatives shall have any liability under this Agreement as a result of any action or inaction by the such Stockholder or its designees or Representatives acting in his, her or its capacity as an officer, trustee, director or fiduciary of Parkway or the CompanyPartnership, it being understood that any action taken (or failure to take action) by the such Stockholder or its designees or Representatives representative in such capacity to approve a Change in Parkway Recommendation shall have no effect on the obligations of the such Stockholder under this Agreement as the record holder or beneficial owner of Subject Securities if this Agreement has not been validly terminated in accordance with its terms. It is expressly understood that each Stockholder is not making any agreement or understanding in its capacity as, or on behalf of any designee or representative of such Stockholder who is a director, trustee, officer or fiduciary of Parkway or the Partnership. For the avoidance of doubt, nothing in this Section 11.14 8.16 shall in any way modify, alter or amend any of the terms of the Merger Agreement.

Action in Stockholder Capacity Only. No Person executing this Agreement (or designee or Representative of such Person) who has been, is or becomes during the term of this Agreement a director, trustee, officer or fiduciary of Parkway or the Company Partnership shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director, trustee, officer or fiduciary of Parkway or the CompanyPartnership. The parties acknowledge and agree that this Agreement is entered into by the each Stockholder solely in its capacity as the beneficial owner or record holder of Company Common Shares, Company Series E Preferred Shares or Partnership Common Units Parkway Stock and nothing in this Agreement shall restrict, limit or affect (or require the such Stockholder to attempt to restrict, limit or affect) in any respect any actions taken by the such Stockholder or its designees or Representatives who are a director, trustee, officer or fiduciary of Parkway or the Company Partnership in his, her or its capacity as a director, trustee, officer or fiduciary of Parkway or the CompanyPartnership. Neither the No Stockholder nor any of its designees or Representatives shall have any liability under this Agreement as a result of any action or inaction by the such Stockholder or its designees or Representatives acting in his, her or its capacity as an officer, trustee, director or fiduciary of Parkway or the CompanyPartnership, it being understood that any action taken (or failure to take action) by the such Stockholder or its designees or Representatives representative in such capacity to approve a Change in Parkway Recommendation shall have no effect on the obligations of the such Stockholder under this Agreement as the record holder or beneficial owner of Subject Securities if this Agreement has not been validly terminated in accordance with its terms. It is expressly understood that each Stockholder is not making any agreement or understanding in its capacity as, or on behalf of any designee or representative of such Stockholder who is a director, trustee, officer or fiduciary of Parkway or the Partnership. For the avoidance of doubt, nothing in this Section 11.14 8.16 shall in any way modify, alter or amend any of the terms of the Merger Agreement.

Action in Stockholder Capacity Only. No Person executing this Agreement (or designee or Representative of such Person) who has been, is or becomes during the term of this Agreement a director, trustee, officer or fiduciary of the Company shall be deemed to make any agreement or understanding in this Agreement in such Person’s capacity as a director, trustee, officer or fiduciary of the Company. The parties acknowledge and agree that this Agreement is entered into by the Stockholder solely in its [his][her] capacity as the beneficial owner or record holder of Company Common Shares, Stock or Company Series E Preferred Shares or Partnership Common Units and nothing in this Agreement shall restrict, limit or affect (or require the Stockholder to attempt to restrict, limit or affect) in any respect any actions taken by the Stockholder or its [his][her] designees or Representatives who are a director, trustee, officer or fiduciary of the Company in its [his][her] capacity as a director, trustee, officer or fiduciary of the Company. Neither the Stockholder nor any of its [his][her] designees or Representatives shall have any liability under this Agreement as a result of any action or inaction by the Stockholder or its designees or Representatives acting in its [his][her] capacity as an officer, trustee, director or fiduciary of the Company, it being understood that any action taken (or failure to take action) by the Stockholder or its designees or Representatives in such capacity to approve a an Adverse Recommendation Change in Recommendation shall have no effect on the obligations of the Stockholder under this Agreement as the record holder or beneficial owner of Subject Securities if this Agreement has not been validly terminated in accordance with its terms. For the avoidance of doubt, nothing in this Section 11.14 8.14 shall in any way modify, alter or amend any of the terms of the Merger Agreement.