No Breach of Fiduciary Duty Required Sample Clauses
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No Breach of Fiduciary Duty Required. Nothing in this Agreement shall require, or be construed to require, Seller or the Shareholders to take any action or omit to take any action that would be a breach of its fiduciary duties under any agreement to which it is a party or under Applicable Law or which would otherwise be contrary to applicable law. Without limiting the generality of the foregoing, nothing herein shall require Seller or the Shareholders to exercise its discretion to provide any consent or other authorization on behalf of any other Person for which it acts in a fiduciary capacity if such consent or authorization is within its discretion in such fiduciary capacity. The Parties shall cooperate in good faith to avoid any such breach of fiduciary duties or applicable laws while preserving the overall economic terms of this Agreement and the benefits intended to be provided to the respective Parties hereunder.
No Breach of Fiduciary Duty Required. Nothing in this Agreement shall require, or be construed to require, Seller or the Shareholder to take any action or omit to take any action that would be a breach of its fiduciary duties under any agreement to which it is a party or under Applicable Law or which would otherwise be contrary to applicable law. Without limiting the generality of the foregoing, nothing herein shall require Seller or the Shareholder to exercise its discretion to provide any consent or other authorization on behalf of any other Person for which it acts in a fiduciary capacity if such consent or authorization is within its discretion in such fiduciary capacity. The Parties shall cooperate in good faith to avoid any such breach of fiduciary duties or applicable laws while preserving the overall economic terms of this Agreement and the benefits intended to be provided to the respective Parties hereunder. (FORMERLY, ASSET PURCHASE AGREEMENT) Amendment No. 1 to the Stock Purchase Agreement, dated as of March 01, 2020 (the "Amendment"), by and among D▇▇▇▇ ▇▇▇▇▇▇▇▇ (“Seller”) and SOLAR INTEGRATED ROOFING CORP., a Nevada corporation (“Buyer”). Buyer and Seller are sometimes each referred to separately as a “Party” and collectively herein as the “Parties.”
No Breach of Fiduciary Duty Required. Nothing contained in this Agreement shall (i) require any director or officer of the Company or its Subsidiaries, acting in such capacity, to take or refrain from taking any action which such person in good faith believes could be reasonably expected to result in a violation of their fiduciary duties, or (ii) require the Sellers to take any action relating to the composition of the Board of Directors of the Company or its Subsidiaries or cause the Sellers to seek any action or inaction on the part of the directors and officers on behalf of the Company or its Subsidiaries if such action could be reasonably expected to be inconsistent with the fiduciary duties of the directors and officers to the Company and the shareholders of the Company (other than the Sellers).