Common use of No Agreement as Director or Officer Clause in Contracts

No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company or its Shareholders.

No Agreement as Director or Officer. The Shareholder makes no agreement or understanding herein in this Agreement in the Shareholder’s capacity as a director or officer of the Company Company. The Shareholder has executed this Agreement solely in his or any her capacity as a beneficial owner of its Subsidiaries (if Shareholder holds such office)the Shares, and nothing in this Agreement: Agreement (a) will limit or affect any actions or omissions taken by the Shareholder in the Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement, or (b) will be construed to prohibit, limit limit, or restrict the Shareholder from exercising the Shareholder’s fiduciary duties as an a director or officer or director to of the Company or its ShareholdersCompany.

No Agreement as Director or Officer. Shareholder Securityholder makes no agreement or understanding in this Agreement in ShareholderSecurityholder’s capacity as a director or officer of the Company or any of its Subsidiaries their respective subsidiaries (if Shareholder Securityholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder Securityholder in ShareholderSecurityholder’s capacity as such a director or officer, including in exercising rights under the Merger Transaction Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) will be construed to prohibit, limit limit, or restrict Shareholder Securityholder from exercising ShareholderSecurityholder’s fiduciary duties as an officer or director to the Company or its the Company Shareholders.

No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company or its Shareholdersshareholders.

No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company Parent or any of its Subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company Parent or its Shareholdersshareholders.

No Agreement as Director or Officer. Shareholder Stockholder makes no agreement or understanding in this Agreement in ShareholderStockholder’s capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if Shareholder Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder Stockholder in Shareholdersuch Stockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder Stockholder from exercising Shareholdersuch Stockholder’s fiduciary duties as an officer or director to the Company or and its Shareholdersstockholders.

No Agreement as Director or Officer. Notwithstanding any provision of this Agreement to the contrary, each Shareholder makes no agreement or understanding has entered into this Agreement in its capacity as a shareholder of the Company, and nothing in this Agreement shall limit, restrict or otherwise affect the ability of any Shareholder who is a director or officer of the Company to act, refrain from acting or vote on any matter, in Shareholder’s each case, in his or her capacity as a director or officer of the Company Company, or any of its Subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict such Shareholder who is a director or officer of the Company from exercising Shareholder’s his or her fiduciary duties as an a director or officer or director to the Company or its Shareholdersshareholders under applicable Law, including by causing the Company to exercise its rights under the Merger Agreement.

No Agreement as Director or Officer. Shareholder Stockholder makes no agreement or understanding in this Agreement in ShareholderStockholder’s capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if Shareholder Stockholder holds such office), and nothing in this Agreement: (a) will limit limit, restrict or affect any actions or omissions taken by Shareholder Stockholder in ShareholderStockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) will be construed to prohibit, limit limit, or restrict Shareholder Stockholder from exercising ShareholderStockholder’s fiduciary duties as an officer or director to the Company or its Shareholdersof Parent.

No Agreement as Director or Officer. Shareholder Stockholder makes no agreement or understanding in this Agreement in ShareholderStockholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder Stockholder in ShareholderStockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) will be construed to prohibit, limit limit, or restrict Shareholder Stockholder from exercising ShareholderStockholder’s fiduciary duties as an officer or director to the Company or its Shareholdersstockholders.

No Agreement as Director or Officer. Principal Shareholder makes no agreement or understanding in this Agreement in Principal Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Principal Shareholder in Principal Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Asset Purchase Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) will be construed to prohibit, limit limit, or restrict Principal Shareholder from exercising Principal Shareholder’s fiduciary duties as an officer or director to the Company or its Shareholdersshareholders.

No Agreement as Director or Officer. Shareholder Stockholder makes no agreement or understanding in this Agreement in ShareholderStockholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder Stockholder in ShareholderStockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder Stockholder from exercising ShareholderStockholder’s fiduciary duties as an officer or director to the Company or its Shareholdersholders of Company Securities.

No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company Buyer or any of its Subsidiaries subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company Buyer or its Shareholdersshareholders.

No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder’s 's capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s stockholder's capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s 's fiduciary duties as an officer or director to the Company or its Shareholdersstockholders.

No Agreement as Director or Officer. Shareholder No Stockholder makes no any agreement or understanding in this Agreement in Shareholder’s such Stockholder's capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if Shareholder such Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder such Stockholder in Shareholder’s such Stockholder's capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder such Stockholder from exercising Shareholder’s such Stockholder's fiduciary duties as an officer or director to the Company or its Shareholdersstockholders.

No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company Alarion or any of its Subsidiaries (if Shareholder holds such office)Alarion Subsidiary, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company Alarion or its Shareholdersshareholders.

No Agreement as Director or Officer. Each Shareholder is entering into this Agreement as a shareholder of the Company and makes no agreement or understanding in this Agreement in such Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder holds such office)Subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by any Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict any Shareholder from exercising Shareholder’s his or her fiduciary duties as an officer or director to the Company or its Shareholders.shareholders. 

No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder’s his capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder he holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder him in Shareholder’s his capacity as such a director or officer, including in exercising rights under the Merger Transaction Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder him from exercising Shareholder’s his fiduciary duties as an officer or director to the Company or its Shareholdersshareholders.

No Agreement as Director or Officer. Shareholder Stockholder makes no agreement or understanding in this Agreement in ShareholderStockholder’s capacity as a director or officer of the Company Seller or any of its Subsidiaries subsidiaries (if Shareholder Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder Stockholder in ShareholderStockholder’s capacity as such a director or officer, including in exercising rights under the Merger Purchase Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement, or (b) will be construed to prohibit, limit or restrict Shareholder Stockholder from exercising ShareholderStockholder’s fiduciary duties as an officer or director to the Company Seller or its Shareholdersstockholders.

No Agreement as Director or Officer. Shareholder Stockholder makes no agreement or understanding in this Agreement in ShareholderStockholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder Stockholder in Shareholderstockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) will be construed to prohibit, limit limit, or restrict Shareholder Stockholder from exercising ShareholderStockholder’s fiduciary duties as an officer or director to the Company or its Shareholdersstockholders.

No Agreement as Director or Officer. Shareholder The Buyer acknowledges and agrees that each Stockholder that is a director or officer of the Company makes no agreement or understanding in this Agreement in Shareholder’s its capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder holds such office)Subsidiaries, and nothing in this AgreementAgreement will: (a) will limit or affect any actions or omissions taken by Shareholder the Stockholder in Shareholder’s its capacity as such a director or officer, including in exercising rights under the Merger Purchase Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit limit, or restrict Shareholder the Stockholder from exercising Shareholder’s its fiduciary duties as an officer or director of the Company to the Company or its Shareholdersstockholders.

No Agreement as Director or Officer. The Shareholder makes no agreement or understanding herein in this Agreement in the Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder holds such office), and nothing Charter. Nothing in this Agreement: Agreement (a) will limit or affect any actions or omissions taken by the Shareholder in the Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) will be construed to prohibit, limit limit, or restrict the Shareholder from exercising the Shareholder’s fiduciary duties as an a director or officer or director to the Company or its Shareholdersof Charter.

No Agreement as Director or Officer. No Shareholder makes no any agreement or understanding in this Agreement in such Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if such Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Shareholder in such Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) will be construed to prohibit, limit limit, or restrict such Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company or its Shareholdersshareholders.

No Agreement as Director or Officer. No Shareholder makes no any agreement or understanding in this Agreement in such Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if such Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Shareholder in Shareholder’s its capacity as such a director or officer, including in exercising rights under the Merger Agreement, officer and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict such Shareholder from exercising Shareholder’s its fiduciary duties as an officer or director to the Company or its Shareholdersshareholders.

No Agreement as Director or Officer. Each Shareholder makes no agreement or understanding in this Agreement in such Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if such Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Shareholder in such Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict such Shareholder from exercising such Shareholder’s fiduciary duties as an officer or director to the Company or its Shareholdersshareholders.

No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholdershareholder’s capacity as such a director or officer, including in exercising rights under the Merger Business Transaction Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company or its Shareholdersshareholders.

No Agreement as Director or Officer. If Shareholder is an individual, Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if Shareholder holds such office), ) and nothing noting in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger AgreementAgreeement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement, or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company or its Shareholdersshareholders.

No Agreement as Director or Officer. Each Shareholder makes no agreement or understanding in this Agreement in such Shareholder’s capacity as a director or and/or officer of the Company Parent or any of its Subsidiaries (if such Shareholder holds any such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Shareholder in such Shareholder’s capacity as such a director or and/or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) will be construed to prohibit, limit limit, or restrict such Shareholder from fulfilling such Shareholder’s duties as a director or officer of Parent or from exercising such Shareholder’s fiduciary duties as an officer or and/or director to the Company Parent or any of its Shareholdersshareholders.

No Agreement as Director or Officer. Shareholder No Stockholder makes no any agreement or understanding in this Agreement in Shareholdersuch Stockholder’s capacity as a director or officer of the Company Parent or any of its Subsidiaries subsidiaries (if Shareholder such Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder such Stockholder in Shareholdersuch Stockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder such Stockholder from exercising Shareholdersuch Stockholder’s fiduciary duties as an officer or director to the Company Parent or its Shareholdersstockholders.

No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in with regard to Shareholder’s capacity as a director or officer of the Company Prudential or any of its Subsidiaries subsidiaries (if Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) will be construed to prohibit, limit limit, or restrict Shareholder from exercising Shareholder’s fiduciary duties as an officer or director to the Company Prudential, any of its subsidiaries or its Shareholdersshareholders.

No Agreement as Director or Officer. Shareholder Neither of the Stockholders makes no any agreement or understanding in this Agreement in Shareholder’s the Stockholders’ capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if Shareholder any Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder any of the Stockholders in Shareholder’s such Stockholders’ capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder any Stockholders from exercising Shareholder’s such Stockholders’ fiduciary duties as an officer or director to the Company or its Shareholdersstockholders.

No Agreement as Director or Officer. Shareholder Stockholder makes no agreement or understanding in this Agreement in ShareholderStockholder’s capacity as a director or officer of the Company or any of its Subsidiaries (if Shareholder Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder Stockholder in Shareholderstockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder Stockholder from exercising ShareholderStockholder’s fiduciary duties as an officer or director to the Company or its Shareholdersstockholders.

No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company Buyer or Seller or any of its Subsidiaries (if Shareholder holds such office)subsidiaries, and nothing in this Agreement: Agreement will (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s its capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as provided in, and in compliance with, the Merger Agreement as an officer or director to of the Company Seller or its Shareholderstheir respective shareholders.

No Agreement as Director or Officer. Shareholder makes The Shareholders make no agreement or understanding in this Agreement in a Shareholder’s capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if a Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by a Shareholder in such Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger AgreementPurchase Agreement or Financing Agreements, and no such actions or omissions shall be deemed a breach of this Agreement Agreement; or (b) will be construed to prohibit, limit limit, or restrict a Shareholder from exercising such Shareholder’s fiduciary duties as an officer or director to the Company or its Shareholders.shareholders. 

No Agreement as Director or Officer. Shareholder The Stockholder makes no agreement or understanding in this Agreement in ShareholderStockholder’s capacity as a director or officer of the Company or any of its Subsidiaries subsidiaries (if Shareholder Stockholder holds such officeposition), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Shareholder Stockholder in Shareholderstockholder’s capacity as such a director or officer, including in exercising rights under the Merger Purchase Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder Stockholder from exercising ShareholderStockholder’s fiduciary duties as an officer or director to the Company Company, any of its subsidiaries or its Shareholdersstockholders, it being understood that this Agreement shall apply to the Stockholder solely in his or her capacity as a stockholder of the Company.

No Agreement as Director or Officer. Shareholder makes no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company Buyer or Seller or any of its Subsidiaries (if Shareholder holds such office)subsidiaries, and nothing in this Agreement: Agreement will (a) will limit or affect any actions or omissions taken by Shareholder in Shareholder’s its capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Shareholder from exercising Shareholder’s fiduciary duties as provided in, and in compliance with, the Merger Agreement as an officer or director to the Company Buyer or its ShareholdersSeller or their respective shareholders.

No Agreement as Director or Officer. The Shareholder makes no agreement or understanding in this Agreement in the Shareholder’s capacity as a director or officer of the Company Bancorp or any of its Subsidiaries subsidiaries (if the Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Shareholder in the Shareholder’s capacity as such a director or officer, including in the exercising of rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict the Shareholder from exercising the Shareholder’s fiduciary duties as an officer or director to the Company Bancorp or its Shareholdersshareholders.