Fiduciary Duties of Directors. Nothing contained in this Agreement shall be considered to affect the obligations of the members of the Board of Directors to exercise their fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Common Shares reject or accept any Take-over Bid or take any other action including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the solicitation of additional or alternative Take-over Bids or other proposals to holders of Common Shares that the Board of Directors believes is necessary or appropriate in the exercise of their fiduciary duties.
Fiduciary Duties of Directors. The Class C Directors shall owe fiduciary duties exclusively to the Class C Member(s), and the Class P Directors shall owe fiduciary duties exclusively to the Class P Member(s). No person shall be authorized to institute an action against a Voting Director for breach of fiduciary duty other than a Member to whom a fiduciary duty is owed pursuant to the previous sentence.
Fiduciary Duties of Directors. Notwithstanding anything herein to the contrary, nothing herein shall affect the ability of Stockholders who are directors of the Company ("Stockholder Directors") to take any action as directors of the Company permissible under the Merger Agreement or as such director may determine to be otherwise necessary to comply with the fiduciary duties as directors of the Company, whether or not such actions are consistent with the obligations of such Persons as Stockholders under this Agreement. Such Stockholder Directors are entering into this Agreement solely in their capacity as stockholders of the Company, and not as directors of the Company.
Fiduciary Duties of Directors. Except as set forth in the last sentence of this Section 2.06, nothing in this Article II or elsewhere in this Agreement shall be deemed to require (i) any member of the Board (including any Investor Designee), the Board or any committee thereof to take any action or refrain from taking any action if such member, the Board or any committee thereof determines in good faith that taking such action or refraining from taking such action is necessary to satisfy such member’s or the Board’s fiduciary duties to the Company’s stockholders under applicable Law or (ii) any Investor Designee to take any action or refrain from taking any action if such Investor Designee determines in good faith that taking such action or refraining from taking such action is necessary to satisfy such Investor Designee’s fiduciary duties, if applicable, to the stockholders of the Investor or any Affiliate of the Investor under applicable Law. Notwithstanding anything to the contrary in this Agreement, the Investor acknowledges and agrees that each Investor Designee shall, as long as such Investor Designee serves as a member of the Board, be bound, in his or her capacity as a Director, by his or her or the Board’s fiduciary duties to the Company’s stockholders under applicable Law.
Fiduciary Duties of Directors. Nothing in this Section 2 or elsewhere in this Agreement shall be deemed to require any member of the Board (including any TZE Designee), the Board or any committee thereof to take any action or refrain from any action if such member, the Board or any committee thereof determines in good faith that taking such action or refraining from taking such action would be inconsistent with such member’s or the Board’s fiduciary duties to the Company’s shareholders under applicable law. Notwithstanding anything to the contrary set forth in this Agreement, the Shareholder acknowledges and agrees that each of the TZE Designees shall, so long as such TZE Designee serves as a member of the Board, be bound, in his or her capacity as a Director, by his or her or the Board’s fiduciary duties to the Company’s shareholders under applicable law.
Fiduciary Duties of Directors. No provision of this Agreement shall require the Corporation to cause any of its directors to take any action, or refrain from taking any action, that is required by such individual to fulfil his/her fiduciary legal obligations as a director of the Corporation, nor, shall any provision of this Agreement prevent the Board of Directors from considering, negotiating, approving, recommending to Shareholders or entering into an agreement in respect of a Superior Proposal or from approving or recommending such Superior Proposal. For greater certainty, a modification, change or withdrawal by the Board of its recommendation of the Offer after the date hereof in the proper exercise of such fiduciary duty shall not result in the representations of the Corporation being considered to be untrue or incorrect. The foregoing shall not be interpreted to diminish, limit, restrict or otherwise affect in any way any covenant or agreement of the Corporation under this Agreement or be construed as a forgiveness or waiver of any breach.
Fiduciary Duties of Directors. To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, each Director shall be deemed an agent of the Member that designated such Director and shall have no duty (fiduciary or otherwise) to the Company or to any other Member. Each Member, by execution of this Agreement, agrees to, consents to, and acknowledges the delegation of powers and authority to the Directors, and to actions and decisions of the Directors within the scope of the Directors' authority as provided herein.
Fiduciary Duties of Directors. Except to the extent otherwise provided herein, each Director (subject at all times, in the case of the Independent Director, to the second sentence of Section 3.2(a)) shall have a fiduciary duty of loyalty identical to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware, as amended.
Fiduciary Duties of Directors. No provision of this Agreement shall require the Company to cause any of its directors to take any action, or refrain from taking any action, that is required by such individual to fulfill his fiduciary legal obligations as a director of the Company, nor, so long as the Company has not breached Section 6.3(1) of this Agreement, shall any provision of this Agreement prevent the Board from considering, negotiating, approving, recommending to Common Shareholders or entering into an agreement in respect of a Superior Proposal or from approving or recommending such Superior Proposal. For greater certainty, a modification, change or withdrawal by the Board of its recommendation of the transactions contemplated under this Agreement after the date hereof in the proper exercise of such fiduciary duty shall not result in the representations in Schedule “D” to this Agreement being considered to be untrue or incorrect. The foregoing shall not be interpreted to diminish, limit, restrict or otherwise affect in any way any covenant or agreement of the Company under this Agreement or be construed as a forgiveness or waiver of any breach.
Fiduciary Duties of Directors. Nothing contained in this Agreement shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares and/or Convertible Securities reject or accept any Take-over Bid or take any other action including, without limitation, the commencement, prosecution, defence or settlement of any litigation and the solicitation of additional or alternative Take-over Bids or other proposals to holders of Common Shares that the Board of Directors believes is necessary or appropriate in the exercise of their fiduciary duties.
