Common use of Fiduciary Duties Clause in Contracts

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities and not in such Stockholder’s capacity as a director, officer or employee, or as a trustee or fiduciary for any employee benefit plan or trust, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Company Subsidiary or as an officer or fiduciary of the Company or any of Company Subsidiary, acting in such person’s capacity as a director, officer or fiduciary of the Company or any Company Subsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder Shareholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s Shareholder's capacity as a record holder and beneficial owner of Securities and not in such Stockholder’s capacity as a director, officer or employee, or as a trustee or fiduciary for any employee benefit plan or trustSecurities, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder Shareholder or any Representative of the StockholderShareholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Company Subsidiary of its subsidiaries or as an officer or fiduciary of the Company or any of Company Subsidiaryits subsidiaries, acting in such person’s 's capacity as a director, officer or fiduciary of the Company or any Company Subsidiaryof its subsidiaries.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner Beneficial Owner of Securities and not in such Stockholder’s capacity as a director, officer or employee, or as a trustee or fiduciary for any employee benefit plan or trustSecurities, and (b) nothing herein will be construed to limit or affect any action or inaction inaction, to the extent in accordance with the Merger Agreement, by the Stockholder or any Representative of the Stockholder, as applicable, serving on the Company Board Board, including by voting, in his capacity as a director of Directors the Company, in the Stockholder’s sole discretion on any matter, or on the board of directors of any Subsidiary of the Company Subsidiary or as an officer or fiduciary of the Company or any of Company SubsidiarySubsidiary of the Company, acting in such personPerson’s capacity as a director, director or officer or fiduciary of the Company or any Company SubsidiarySubsidiary of the Company, and any such action shall not constitute a breach of this Agreement.

Fiduciary Duties. Notwithstanding anything in this Voting Agreement to the contrary: (a) the Stockholder Shareholder makes no agreement or understanding herein in any capacity other than in the StockholderShareholder’s capacity as a record holder and beneficial owner of Securities the Shareholder Shares, and not in such StockholderShareholder’s capacity as a directordirector or officer of the Company or any of the Company’s Subsidiaries, officer or employee, or as a trustee or fiduciary for any employee benefit plan or trust, if applicable; and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder Shareholder or any Representative representative of the StockholderShareholder, as applicable, serving on the Company Board of Directors or on the board of directors governing body of any of the Company Subsidiary Subsidiaries or as an officer or fiduciary of the Company or any of the Company SubsidiarySubsidiaries, acting in such person’s capacity as a director, director or officer or fiduciary of the Company or any of the Company SubsidiarySubsidiaries.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder Shareholder makes no agreement or understanding herein in any capacity other than in the Stockholdersuch Shareholder’s capacity as a record holder and beneficial owner of Securities the Covered Company Shares, and not in such StockholderShareholder’s capacity as a director, officer or employee, employee of the Company or any of the Company’s Subsidiaries or in such Shareholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trustCompany Equity Plan, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder such Shareholder or any Representative representative of the Stockholder, such Shareholder serving as applicable, serving on the Company Board a member of Directors or on the board of directors of any the Company Subsidiary or as an officer officer, employee or fiduciary of the Company or any of Company SubsidiaryCompany, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company SubsidiaryCompany.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities the Securities, and not in such Stockholder’s capacity as a director, officer or employee, employee of the Company or any Company Subsidiary or in the Stockholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trust, trust and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Company Subsidiary or as an officer or fiduciary of the Company, any Company Subsidiary or any of Company Subsidiaryemployee benefit plan or trust, acting in such person’s capacity as a director, officer officer, trustee or fiduciary of the Company or any Company Subsidiaryfiduciary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder Shareholder makes no agreement or understanding herein in any capacity other than in the StockholderShareholder’s capacity as a record holder and beneficial owner of Securities and not in such Stockholder’s capacity as a director, officer or employee, or as a trustee or fiduciary for any employee benefit plan or trustSecurities, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder Shareholder or any Representative of the StockholderShareholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Company Subsidiary or as an officer or fiduciary of the Company or any of Company Subsidiary, acting in such person’s capacity as a director, officer or fiduciary of the Company or any Company Subsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities Securities, and not in such Stockholder’s capacity as a director, officer or employee, employee of the Company or any of the Company’s Subsidiaries or in such Stockholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trustEmployee Benefit Plan, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Subsidiary of the Company Subsidiary or as an officer or fiduciary of the Company or any of Company SubsidiarySubsidiary of the Company, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company SubsidiarySubsidiary of the Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (ai) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities the Shares, and not in such Stockholder’s capacity as a director, officer or employee, employee of the Company or any of the Company’s Subsidiaries or in Stockholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trustCompany Benefit Plan, and (bii) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative representative of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of the Company or any Company Subsidiary or as an officer or fiduciary of the Company or any Subsidiary of Company Subsidiarythe Company, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company SubsidiarySubsidiary of the Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder Shareholder makes no agreement or understanding herein in any capacity other than in the Stockholdersuch Shareholder’s capacity as a record holder and beneficial owner of Securities the Subject Company Shares, and not in such StockholderShareholder’s capacity as a director, officer or employee, employee of any Group Company or in such Shareholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trustCompany Equity Plan, as applicable and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder such Shareholder or any Representative representative of the Stockholder, such Shareholder serving as applicable, serving on the Company Board a member of Directors or on the board of directors of any Group Company Subsidiary or as an officer officer, employee or fiduciary of the Company or any of Company SubsidiaryGroup Company, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company Subsidiarysuch Group Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities the Subject Securities, and not in such Stockholder’s capacity as a director, officer or employee, employee of the Company or any of the Company’s Subsidiaries or in such Stockholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trustCompany Benefit Plan, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative representative of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Subsidiary of the Company Subsidiary or as an officer or fiduciary of the Company or any Subsidiary of Company Subsidiarythe Company, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company SubsidiarySubsidiary of the Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the no Company Stockholder makes no any agreement or understanding herein in any capacity other than in the such Company Stockholder’s capacity as a record holder and beneficial owner of Securities and not in such Stockholder’s capacity as a director, officer or employee, or as a trustee or fiduciary for any employee benefit plan or trust, its Subject Company Shares and (b) nothing herein will be construed to limit or affect any action or inaction by the such Company Stockholder or by any Representative representative or Affiliate of the Stockholder, such Company Stockholder serving as applicable, serving on the Company Board a member of Directors or on the board of directors of the Company or any Company Subsidiary of its Subsidiaries or as an officer officer, employee or fiduciary of the Company or any of Company Subsidiaryits Subsidiaries, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company such Subsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities the Subject Company Stock, and not in such the Stockholder’s capacity as a director, officer or employee, employee of the Company or as a trustee or fiduciary for any employee benefit plan or trust, of the Company’s Subsidiaries and (b) nothing herein will be construed to limit limit, prevent or affect any action or inaction by the Stockholder or any Representative representative of the Stockholder, Stockholder serving in its capacity as applicable, serving on the Company Board a member of Directors or on the board of directors of the Company or any Company Subsidiary thereof or as an officer officer, employee or fiduciary of the Company or any of Company SubsidiaryCompany, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company SubsidiarySubsidiary thereof.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder Stockholders makes no agreement or understanding herein in any capacity other than in the Stockholder’s Stockholders’ capacity as a record holder and beneficial owner of Securities and not in such Stockholder’s capacity as a director, officer or employee, or as a trustee or fiduciary for any employee benefit plan or trustCompany Common Stock, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder Stockholders or any Representative of the StockholderStockholders, as applicable, serving on the Company Board of Directors or on the board of directors of any Subsidiary of the Company Subsidiary or as an officer or fiduciary of the Company or any of Company SubsidiarySubsidiary of the Company, acting in such person’s capacity as a director, officer or fiduciary of the Company or any Company SubsidiarySubsidiary of the Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: : (ai) the each Stockholder makes no agreement or understanding herein in any capacity other than in the such Stockholder’s capacity as a record holder and beneficial owner of Securities the Subject Shares and not in such Stockholder’s capacity as a director, officer or employee, employee of the Company or as a trustee or fiduciary for any employee benefit plan or trust, and of its Subsidiaries; and (bii) nothing herein will shall be construed to limit or affect any action actions or inaction inactions by the such Stockholder or any Representative representative of the Stockholder, as applicable, serving on the Company Board of Directors or on any Subsidiary of the board of directors of any Company Subsidiary or as an officer or fiduciary of the Company or any Subsidiary of Company Subsidiarythe Company, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company SubsidiarySubsidiary of the Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (ai) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities the Shares and the New Shares, and not in such Stockholder’s capacity as a director, officer or employee, employee of the Company or any of the Subsidiaries or in such Stockholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trust, Company Employee Plan and (bii) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative representative of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Company Subsidiary or as an officer or fiduciary of the Company or any of Company Subsidiary, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company Subsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the such Stockholder’s capacity as a record holder and beneficial owner of Securities the Subject Company Shares, and not in such Stockholder’s capacity as a director, officer or employee, employee of the Company or in such Stockholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trustCompany Equity Plan, and (b) nothing herein will be construed to limit or affect any action or inaction by the such Stockholder/any representative of such Stockholder or any Representative serving as a member of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Group Company Subsidiary or as an officer officer, employee or fiduciary of the Company or any of Company SubsidiaryGroup Company, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company Subsidiarysuch Group Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder makes no does not make any agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities the Subject Company Equity Securities, and not not, as applicable, in such Stockholder’s capacity as a director, officer or employee, or as a trustee or fiduciary for any employee benefit plan or trust, of the Company and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative other Person serving as a member of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors (or other similar governing body) of the Company or any Company Subsidiary of its Subsidiaries or as an officer officer, employee or fiduciary of the Company or any of Company Subsidiaryits Subsidiaries, in each case, acting in such personPerson’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company Subsidiaryof its Subsidiaries.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the such Stockholder’s capacity as a record holder and beneficial owner of Securities the Securities, and not in such Stockholder’s capacity as a director, officer or employee, employee of any Group Company or in such Stockholder’s capacity as a trustee or fiduciary for of any employee benefit equity plan or trustof the Company, as applicable and (b) nothing herein will be construed to limit or affect any action or inaction by the such Stockholder or any Representative representative of the Stockholder, such Stockholder serving as applicable, serving on the Company Board a member of Directors or on the board of directors of any Group Company Subsidiary or as an officer officer, employee or fiduciary of the Company or any of Company SubsidiaryGroup Company, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company Subsidiarysuch Group Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the such Stockholder’s capacity as a record holder and beneficial owner of Securities the Subject Company Shares[, and not in such Stockholder’s capacity as a director, officer or employee, employee of the Company or in such Stockholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trust, Company Equity Plan,] and (b) nothing herein will be construed to limit or affect any action or inaction by the [such Stockholder] // [any representative of such Stockholder or any Representative serving] as a member of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any the Company Subsidiary or as an officer officer, employee or fiduciary of the Company or any of Company SubsidiaryCompany, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company SubsidiaryCompany.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder Shareholder makes no agreement or understanding herein in any capacity other than in the Stockholdersuch Shareholder’s capacity as a record holder and beneficial owner of Securities the Subject Company Shares, and not in such StockholderShareholder’s capacity as a director, officer or employee, employee of the Company or any subsidiary of the Company or in such Shareholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trustMGO Benefit Plan, as applicable and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder such Shareholder or any Representative representative of the Stockholder, such Shareholder serving as applicable, serving on the Company Board a member of Directors or on the board of directors of any Company Subsidiary or as an officer officer, employee or fiduciary of the Company or any subsidiary of Company Subsidiarythe Company, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company Subsidiarysuch subsidiary of the Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities Securities, and not in such Stockholder’s capacity as a director, officer or employee, employee of the Company or in such Stockholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trustEmployee Benefit Plan, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Company Subsidiary or as an officer or fiduciary of the Company or any of Company SubsidiaryCompany, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company SubsidiaryCompany.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder Shareholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s Shareholder's capacity as a record holder and beneficial owner of Securities and not in such Stockholder’s capacity as a director, officer or employee, or as a trustee or fiduciary for any employee benefit plan or trustSecurities, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder Shareholder or any Representative of the StockholderShareholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Company Subsidiary or as an officer or fiduciary of the Company or any of Company Subsidiary, acting in such person’s 's capacity as a director, officer or fiduciary of the Company or any Company Subsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the such Stockholder’s capacity as a record holder and beneficial owner of Securities the Subject Company Shares[, and not in such Stockholder’s capacity as a director, officer or employee, employee of any Group Company or in such Stockholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trust, Company Equity Plan,][1] and (b) nothing herein will be construed to limit or affect any action or inaction by the [such Stockholder][2] // [any representative of such Stockholder or any Representative serving][3] as a member of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Group Company Subsidiary or as an officer officer, employee or fiduciary of the Company or any of Company SubsidiaryGroup Company, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company Subsidiarysuch Group Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder each Shareholder makes no agreement or understanding herein in any capacity other than in the Stockholdersuch Shareholder’s capacity as a record holder and beneficial owner of Securities the Subject Company Securities, and not in such StockholderShareholder’s capacity as a director, officer or employee, employee of any Group Company or in such Shareholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trustCompany Equity Plan, as applicable and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder such Shareholder or any Representative representative of the Stockholder, such Shareholder serving as applicable, serving on the Company Board a member of Directors or on the board of directors of any Group Company Subsidiary or as an officer officer, employee or fiduciary of the Company or any of Company SubsidiaryGroup Company, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company Subsidiarysuch Group Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the no Stockholder makes no any agreement or understanding herein in any capacity other than in the such Stockholder’s capacity as a record holder and beneficial owner of Securities the Shares, and not in such Stockholder’s capacity as a director, officer or employee, employee of the Company or as a trustee or fiduciary for any employee benefit plan or trustof the Company’s Subsidiaries, and (b) nothing herein will be construed to limit or affect any action or inaction by the any Stockholder or any Representative representative of the such Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Subsidiary of the Company Subsidiary or as an officer or fiduciary of the Company or any Subsidiary of Company Subsidiarythe Company, acting in such person’s capacity as a director, officer or fiduciary employee of the Company or any Company SubsidiarySubsidiary of the Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (ai) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities the Stockholder Shares, and not in such Stockholder’s capacity as a director, director or officer of the Company or employee, or as a trustee or fiduciary for any employee benefit plan or trustof the Company’s Subsidiaries, and (bii) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative representative of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Company Subsidiary or as an officer or fiduciary of the Company or any of the Company’s Subsidiaries or as an officer of the Company Subsidiaryor any of the Company’s Subsidiaries, acting in such person’s capacity as a director, director or officer or fiduciary of the Company or any Company Subsidiaryof the Company’s Subsidiaries.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder makes no Shareholder does not make any agreement or understanding herein in any capacity other than in the Stockholdersuch Shareholder’s capacity as a record holder and beneficial owner of Securities its Subject Securities, and not in such StockholderShareholder’s capacity as a director, officer or employee, employee of any Group Company or in such Shareholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trustCompany Equity Plan, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder such Shareholder or any Representative representative of the Stockholder, such Shareholder serving as applicable, serving on the Company Board a member of Directors or on the board of directors of any Group Company Subsidiary or as an officer officer, employee or fiduciary of the Company or any of Company SubsidiaryGroup Company, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company Subsidiarysuch Group Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (ai) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities the Shares and the New Shares, and not in such Stockholder’s capacity as a director, officer or employee, employee of the Company or any of the Subsidiaries or in such Stockholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trust, Company Plan and (bii) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative representative of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of any Company Subsidiary subsidiary or as an officer or fiduciary of the Company or any of Company Subsidiarysubsidiary, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company Subsidiarysubsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (ai) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securities the Stockholder Shares, and not in such Stockholder’s capacity as a director, director or officer of the Company or employee, or as a trustee or fiduciary for any employee benefit plan or trustof the Company Subsidiaries, and (bii) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative representative of the Stockholder, as applicable, serving on the Company Board of Directors or on the board of directors of the Company or any Company Subsidiary or as an officer or fiduciary of the Company or any of Company Subsidiary, acting in such person’s capacity as a director, director or officer or fiduciary of the Company or any Company Subsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder Shareholder makes no agreement or understanding herein in any capacity other than in the Stockholdersuch Shareholder’s capacity as a record holder and beneficial owner of Securities the Covered Company Shares, and not in such StockholderShareholder’s capacity as a director, officer or employee, employee of the Company or any of the Company’s Subsidiaries or in such Shareholder’s capacity as a trustee or fiduciary for any employee benefit plan or trustof the Company, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder such Shareholder or any Representative representative of the Stockholder, such Shareholder serving as applicable, serving on the Company Board a member of Directors or on the board of directors of any the Company Subsidiary or as an officer officer, employee or fiduciary of the Company or any of Company SubsidiaryCompany, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Company SubsidiaryCompany.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder Shareholder makes no agreement or understanding herein in any capacity other than in the Stockholdersuch Shareholder’s capacity as a record holder and beneficial owner of Securities the Subject Company Shares, and not in such StockholderShareholder’s capacity as a director, officer or employee, employee of any Group Company (if applicable) or in such Shareholder’s capacity as a trustee or fiduciary for of any employee benefit plan or trust, Company Equity Plan (if applicable) and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder such Shareholder or any Representative representative of the Stockholder, such Shareholder serving as applicable, serving on the Company Board a member of Directors or on the board of directors of any Group Company Subsidiary or as an officer officer, employee or fiduciary of the Company or any of Company SubsidiaryGroup Company, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the such Group Company or any Company Subsidiary(if applicable).