No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its capacity as such a director or 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 the Stockholder from exercising its fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 12 contracts
Samples: Security Agreement (Workhorse Group Inc.), Voting Agreement (Velo3D, Inc.), Voting Agreement (Tellurian Inc. /De/)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’s capacity as such a director or officer, including in exercising rights under the 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 the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to of the Company or to its stockholders.
Appears in 7 contracts
Samples: Voting Agreement (Carrols Restaurant Group, Inc.), Voting Agreement (Carrols Restaurant Group, Inc.), Voting Agreement (Jefferies Capital Partners Iv Lp)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its 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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 6 contracts
Samples: Voting Agreement (Baldwin Technology Co Inc), Voting Agreement (Micronetics Inc), Voting Agreement (EnerJex Resources, Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder's capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder's capacity as such a director or officer, including in exercising rights under the 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 the Stockholder from exercising its Stockholder's fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 5 contracts
Samples: Voting Agreement (VirtualScopics, Inc.), Voting Agreement (VirtualScopics, Inc.), Voting Agreement (VirtualScopics, Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder's capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its 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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder's fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 4 contracts
Samples: Voting Agreement (Blast Energy Services, Inc.), Voting Agreement (Tompkins Financial Corp), Voting Agreement (Frischs Restaurants Inc)
No Agreement as Director or Officer. The Stockholder makes Stockholders make no agreement or understanding in this Agreement in its capacity their capacities as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the a Stockholder in its his or her capacity as such a director or 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 the a Stockholder from exercising its the Stockholder’s fiduciary duties as an officer or director to the Company or its stockholdersCompany.
Appears in 4 contracts
Samples: Voting Agreement (Bray Jeffery Rex), Voting Agreement (Azim Syed Sabahat), Voting Agreement (Pylypiv Mariya)
No Agreement as Director or Officer. The Each Stockholder makes no agreement or understanding hereby agrees that nothing in this Agreement in its capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the any Stockholder in its his capacity as such a director or officerofficer of the Corporation, 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 any Stockholder from exercising its such Stockholder’s fiduciary duties as an officer or director to of the Company Corporation or any of its subsidiaries or their respective stockholders.
Appears in 4 contracts
Samples: Voting Agreement (McMahon Shane), Voting Agreement (McMahon Shane), Voting Agreement (C MEDIA LTD)
No Agreement as Director or Officer. The No Stockholder makes no any agreement or understanding in this Agreement in its such Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the such Stockholder holds such office), and nothing in this Agreement: (a) Agreement will limit or affect any actions or omissions taken by the a Stockholder in its 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 the Stockholder from exercising its fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 2 contracts
Samples: And Restated Voting Agreement (Western Liberty Bancorp), Voting Agreement (Western Liberty Bancorp)
No Agreement as Director or Officer. The No Stockholder makes no any agreement or understanding in this Agreement in its capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the a Stockholder in 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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 2 contracts
Samples: Shareholder and Investor Rights Agreement (Lime Energy Co.), Shareholder and Investor Rights Agreement (Lime Energy Co.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its 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 the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 2 contracts
Samples: Voting Agreement (Torotel Inc), Voting Agreement (Torotel Inc)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries Subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its capacity as such a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) Agreement will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders, if applicable.
Appears in 2 contracts
Samples: Support Agreement (Trans World Corp), Support Agreement (Cyalume Technologies Holdings, Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its 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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders. Parent shall not assert any claim that any action taken by a Stockholder or any of its Affiliates in its capacity as a director of the Company violates any provision of this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Starboard Value LP), Voting Agreement (Wausau Paper Corp.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries Subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’s capacity as such a director or 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 the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
Samples: Voting Agreement (GBS Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office)subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its 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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
Samples: Voting Agreement (Metalico Inc)
No Agreement as Director or Officer. The Each Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company Parent or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its 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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company Parent or its stockholders.
Appears in 1 contract
Samples: Voting Agreement and Irrevocable Proxy (Globalstar, Inc.)
No Agreement as Director or Officer. The This Agreement is being entered into by Stockholder solely in his capacity as the record holder and beneficial owner of the Shares, Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its 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 the Stockholder from exercising its fiduciary duties as an officer or director to the Company or its stockholders.Agreement or
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company Predix or any of its subsidiaries (if the Stockholder holds such office)subsidiaries, and nothing in this Agreement: (a) Agreement will limit or affect any actions or omissions taken by the Stockholder in its Stockholder’s capacity as such a director or officerofficer of Predix or any of its subsidiaries 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 the Stockholder from exercising its fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
Samples: Form of Voting Agreement (EPIX Pharmaceuticals, Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds any such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its his or her capacity as such a director or officer, including in exercising rights under the 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 the Stockholder from exercising its his or her fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (ai) will limit or affect any actions or omissions taken by the Stockholder in its 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 (bii) will be construed to prohibit, limit, or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
Samples: Voting and Support Agreement (Wynnefield Partners Small Cap Value Lp I)
No Agreement as Director or Officer. The No Stockholder makes no any agreement or understanding in this Agreement in its such Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if to the extent any Stockholder holds any of such officeoffices), and nothing in this Agreement: Agreement (a) will limit or affect any actions or omissions taken by the any Stockholder in its his capacity as such a director or officer, 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 the each Stockholder from exercising its fiduciary duties as an a director or officer or director to the Company or its stockholders.. Exhibit 10.126
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its capacity respect of Stockholder’s representatives who serve as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office)subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its capacity as such a director or officerdirector, including in exercising rights under the Refinancing Support 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 Stockholder such a director from exercising its fiduciary duties as an officer or a director to the Company or its stockholders.
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder's capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder's capacity as such a director or officer, 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 Stockholder from exercising its Stockholder's fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company Seller or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’s capacity as such a director or officer, including in exercising rights under the 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 the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company Seller or its stockholders.
Appears in 1 contract
Samples: Voting Agreement (Mediabistro Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company Parent or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its 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 the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company Parent or its stockholders.
Appears in 1 contract
No Agreement as Director or Officer. The Each Stockholder makes no agreement or understanding in this Agreement in its such Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the such Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the any Stockholder in its capacity as such a director or officerofficer of the Company or any of its subsidiaries, 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 any Stockholder from exercising its such Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
Samples: Voting Agreement (Bair Brian)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding undertaking in this Agreement in its Stockholder's capacity as a director or officer of the Company Seller or of any of its subsidiaries Seller Subsidiary (if the Stockholder holds any such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its capacity as such a director or 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 the Stockholder from exercising its fiduciary duties as an officer or director to the Company or its stockholders.:
Appears in 1 contract
Samples: Stockholder Voting Agreement (First Business Financial Services, Inc.)
No Agreement as Director or Officer. The No Stockholder makes no any agreement or understanding in this Agreement in its any Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries Subsidiaries (if the such Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the such Stockholder in its such Stockholder’s capacity as such a director or 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 the such Stockholder from exercising its such Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
Samples: Voting Agreement (GBS Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company FHCO or any of its subsidiaries Subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its 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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company FHCO or its stockholders.
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company Parent or any of its subsidiaries (if the Stockholder holds such office)subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its 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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary or legal duties as an officer or director to the Company Parent or its stockholdersstockholders and Stockholder will not be in breach or violation of this Agreements for exercising such fiduciary or legal duties.
Appears in 1 contract
Samples: Voting Agreement (INFOSONICS Corp)