Common use of Directors or Officers of the Company Clause in Contracts

Directors or Officers of the Company. Each of Parent and Pxxxxxxxx acknowledges and agrees that the Securityholder is bound hereunder in his or her capacity as a holder of the Subject Securities and not in his or her capacity as a director, officer or employee of the Company or its Affiliates or subsidiaries. Notwithstanding any provisions of this Agreement to the contrary, nothing herein shall prevent, limit or restrict the Securityholder in any way from taking in good faith any actions necessary to discharge his or her fiduciary duties and other legal obligations as a director and/or officer of the Company or its Affiliates or subsidiaries under applicable Law or that is expressly permitted by and done in compliance with the Arrangement Agreement, and any such actions by any director or officer of the Company or its Affiliates or subsidiaries shall not constitute a violation of this Agreement. Notwithstanding any provisions of this Agreement to the contrary, the Securityholder will be entitled to exercise his or her rights to acquire the Shares (if any) issuable upon the exercise or settlement of the Company Options held by the Securityholder upon the vesting thereof, as applicable, in compliance with the respective terms of such securities (which such Shares will be subject to the terms of this Agreement).

Directors or Officers of the Company. Each of Parent and Pxxxxxxxx Xxxxxxxxx acknowledges and agrees that the Securityholder is bound hereunder in his or her capacity as a holder of the Subject Securities and not in his or her capacity as a director, officer or employee of the Company or its Affiliates or subsidiaries. Notwithstanding any provisions of this Agreement to the contrary, nothing herein shall prevent, limit or restrict the Securityholder in any way from taking in good faith any actions necessary to discharge his or her fiduciary duties and other legal obligations as a director and/or officer of the Company or its Affiliates or subsidiaries under applicable Law or that is expressly permitted by and done in compliance with the Arrangement Agreement, and any such actions by any director or officer of the Company or its Affiliates or subsidiaries shall not constitute a violation of this Agreement. Notwithstanding any provisions of this Agreement to the contrary, the Securityholder will be entitled to exercise his or her rights to acquire the Shares (if any) issuable upon the exercise or settlement of the Company Options held by the Securityholder upon the vesting thereof, as applicable, in compliance with the respective terms of such securities (which such Shares will be subject to the terms of this Agreement).