No Limitation. Nothing in this Agreement shall be construed to prohibit any officer or affiliate of the Stockholder who is or has designated a member of the Board of Directors of the Company from taking any action solely in his capacity as a member of the Board of Directors of the Company or from exercising his fiduciary duties as a member of such Board of Directors.
Appears in 11 contracts
Samples: Stockholder Agreement (Quarterdeck Corp), Stockholder Agreement (Quarterdeck Corp), Stockholder Agreement (Quarterdeck Corp)
No Limitation. Nothing in this Agreement shall be construed to prohibit Stockholder or any of Stockholder’s Representatives who is an officer or affiliate of the Stockholder who is or has designated a member of the Company Board of Directors of the Company from taking any action (or failing to take any action) solely in his or her capacity as a an officer or member of the Company Board of Directors (or any committee thereof) or from taking any action with respect to any Company Acquisition Proposal as an officer or member of the Company Board (or from exercising his fiduciary duties as a member of such Board of Directorsany committee thereof).
Appears in 10 contracts
Samples: Voting and Support Agreement (Advaxis, Inc.), Voting and Support Agreement (Advaxis, Inc.), Voting and Support Agreement (Metromile, Inc.)
No Limitation. Nothing in this Agreement shall be construed to prohibit Stockholder, or any officer or affiliate of the Stockholder who is or has designated a member of the Board of Directors of the Company Company, from taking any action solely in his or her capacity as a member of the Board of Directors of the Company or from exercising his or her fiduciary duties as a member of such Board of Directors.
Appears in 9 contracts
Samples: Stockholder Option Agreement (Henkel Acquisition Corp Ii), Stockholder Option Agreement (Henkel Acquisition Corp Ii), Stockholder Option Agreement (Dep Corp)
No Limitation. Nothing Notwithstanding any other provision hereof, nothing in this Agreement shall be construed to prohibit a Stockholder, or any officer or affiliate of the a Stockholder who is or has been designated a member of the Board of Directors of the Company Seller, from taking any action solely in his or her capacity as a member of the Board of Directors of the Company Seller or from exercising his or her fiduciary duties as a member of such Board of DirectorsDirectors to the extent specifically permitted by the Merger Agreement.
Appears in 6 contracts
Samples: Stockholder Voting Agreement (Marshall & Ilsley Corp/Wi/), Stockholder Voting Agreement (United Heritage Bankshares of Florida Inc), Stockholder Voting Agreement (Marshall & Ilsley Corp/Wi/)
No Limitation. Nothing in this Agreement shall be construed to prohibit any Stockholder or any of such Stockholder’s Representatives who is an officer or affiliate of the Stockholder who is or has designated a member of the Board of Directors of the Company from taking any action solely in his or her capacity as a an officer or member of the Board of Directors of the Company or, subject to the limitations set forth in the Merger Agreement, from taking any action with respect to any Acquisition Proposal as an officer or from exercising his fiduciary duties as a member of such Board of Directors.
Appears in 5 contracts
Samples: Tender and Support Agreement (Lilly Eli & Co), Tender and Support Agreement (Imclone Systems Inc), Tender and Support Agreement (Lilly Eli & Co)
No Limitation. Nothing Notwithstanding any other provision hereof, nothing in this Agreement shall be construed to prohibit the Stockholder, or any officer or affiliate of the Stockholder who is or has designated a member of the Board of Directors of the Company Company, from taking any action solely in his or her capacity as a member of the Board of Directors of the Company or from exercising his or her fiduciary duties as a member of such Board of DirectorsDirectors to the extent specifically permitted by the Merger Agreement.
Appears in 4 contracts
Samples: Stockholder Agreement (Flowserve Corp), Stockholder Agreement (Innovative Valve Technologies Inc), Stockholder Agreement (Philip Services Corp)
No Limitation. Nothing in this Agreement shall be construed to prohibit any officer or affiliate of the Stockholder who is or has designated a member of the Board of Directors of the Company from taking any action solely in his capacity as a member of the Board of Directors of the Company or from exercising his fiduciary duties as a member of such Board of Directors. 11.
Appears in 4 contracts
Samples: Stockholder Agreement Agreement (Voith Sulzer Acquisition Corp), Stockholder Agreement Agreement (Voith Sulzer Acquisition Corp), 4 Stockholder Agreement Agreement (Voith Sulzer Acquisition Corp)
No Limitation. Nothing in this Agreement shall be construed to prohibit any officer or affiliate of the Stockholder who is or has designated a member of the Board of Directors of the Company from taking any action solely in his capacity as a member of the Board of Directors of the Company or from exercising his fiduciary duties as a member of such Board of Directors.
Appears in 4 contracts
Samples: Stockholder Agreement (Ifs Ab), Stockholder Agreement (Ifs Ab), Stockholder Agreement (Effective Management Systems Inc)
No Limitation. Nothing Notwithstanding any other provision hereof, nothing in this Agreement shall be construed to prohibit any officer or affiliate of the Stockholder who that is or has been designated as a member of the Board of Directors Directors, or any designee of LED to the Company Board of Directors, from taking any action solely in his or her capacity as a member of the Board of Directors of the Company or from exercising his or her fiduciary duties as a member of such Board of Directors.
Appears in 3 contracts
Samples: Stockholder Voting Agreement (Lighting Science Group Corp), Stockholder Voting Agreement (LED Holdings, LLC), Stockholder Voting Agreement
No Limitation. Nothing in this Agreement shall be construed to prohibit Stockholder or any of Stockholder’s Representatives who is an officer or affiliate of the Stockholder who is or has designated a member of the Board of Directors of the Company from taking any action solely in his or her capacity as a an officer or member of the Board of Directors of the Company or from exercising taking any action with respect to any Acquisition Proposal solely in his fiduciary duties or her capacity as a member of such Board of Directorsan officer or director.
Appears in 3 contracts
Samples: Tender and Support Agreement (GTCR Valor Merger Sub, Inc.), Tender and Support Agreement (GTCR Valor Merger Sub, Inc.), Tender and Support Agreement (GTCR Valor Merger Sub, Inc.)
No Limitation. Nothing in this Agreement shall be construed to prohibit any officer or affiliate of the Stockholder Stockholder, who is or has designated a an officer and member of the Board of Directors of the Company Company, from taking any action solely in his or her capacity as a an officer and member of the Board of Directors of the Company or from exercising his fiduciary duties taking any action with respect to any Acquisition Proposal or any other action permitted by the Merger Agreement, in either case as a an officer and member of such Board of Directors.
Appears in 3 contracts
Samples: Voting Agreement (Oracle Corp), Voting Agreement, Voting Agreement (Oracle Corp)
No Limitation. Nothing in this Agreement shall be construed to prohibit any Stockholder or any of such Stockholder's Representatives who is an officer or affiliate of the Stockholder who is or has designated a member of the Board of Directors of the Company from taking any action solely in his or her capacity as a an officer or member of the Board of Directors of the Company or, subject to the limitations set forth in the Merger Agreement, from taking any action with respect to any Acquisition Proposal as an officer or from exercising his fiduciary duties as a member of such Board of Directors.
Appears in 2 contracts
Samples: Tender and Support Agreement (Icahn Carl C), Tender and Support Agreement (Icahn Carl C)
No Limitation. Nothing Notwithstanding any other provision hereof, nothing in this Agreement shall be construed to prohibit any officer or affiliate of the Stockholder who that is or has been designated as a member of the Board of Directors of the Company from taking any action solely in his or her capacity as a member of the Board of Directors of the Company or from exercising his or her fiduciary duties as a member of such Board of Directors.
Appears in 2 contracts
Samples: Stockholder Voting Agreement (Harborview Master Fund Lp), Stockholder Voting Agreement and Irrevocable Proxy (Hepalife Technologies Inc)
No Limitation. Nothing in this Agreement shall be construed to prohibit Stockholder or any of Stockholder’s Representatives who is an officer or affiliate of the Stockholder who is or has designated a member of the Board of Directors of the Company from taking any action solely in his or her capacity as a an officer or member of the Board of Directors of the Company or, subject to the limitations set forth in the Merger Agreement, from taking any action with respect to any Competing Proposal as an officer or from exercising his fiduciary duties as a member of such Board of Directors.
Appears in 2 contracts
Samples: Tender and Support Agreement (Protection One Inc), Tender and Support Agreement (Protection One Inc)
No Limitation. Nothing in this Agreement shall be construed to prohibit any officer or affiliate of the Stockholder who is an officer or has designated a member of the Board board of Directors directors of the Company from taking any action solely in his or her capacity as a an officer or member of the Board board of Directors directors of the Company or from exercising his fiduciary duties taking any action with respect to any Competing Proposal solely in their capacity as a member of such Board of Directorsan officer or director.
Appears in 1 contract
Samples: Tender and Support Agreement (Oplink Communications Inc)
No Limitation. Nothing Notwithstanding any other provision hereof, nothing in this Agreement shall be construed to prohibit the Stockholders, or any officer or affiliate of any of the Stockholder Stockholders who is or has designated a member of the Board of Directors of the Company Company, from taking any action solely in his or her capacity as a member of the Board of Directors of the Company or from exercising his or her fiduciary duties as a member of such Board of DirectorsDirectors to the extent specifically permitted by the Merger Agreement.
Appears in 1 contract
Samples: Stockholder Agreement (Innovative Valve Technologies Inc)
No Limitation. Nothing Notwithstanding any other provision hereof, nothing in this Agreement shall be construed to prohibit any Stockholder, or any officer or affiliate of the any Stockholder who that is or has been designated as a member of the Board of Directors of the Company Magnum, from taking any action solely in his or her capacity as a member of the Board of Directors of the Company Magnum or from exercising his or her fiduciary duties as a member of such Board of DirectorsDirectors to the extent specifically permitted by the Merger Agreement.
Appears in 1 contract
No Limitation. Nothing in this Agreement shall be construed to prohibit any officer or affiliate of the Stockholder who is an officer or has designated a member of the Board of Directors of the Company from taking any action solely in his or her capacity as a an officer or member of the Board of Directors of the Company or from exercising his fiduciary duties taking any action with respect to any Acquisition Proposal solely in their capacity as a member of such Board of Directorsan officer or director.
Appears in 1 contract
No Limitation. Nothing in this Agreement shall be construed to prohibit any officer or affiliate of the a Stockholder who is an officer or has designated a member of the Board of Directors of the Company from taking any action solely in his or her capacity as a an officer or member of the Board of Directors of the Company or from exercising his fiduciary duties taking any action with respect to any Acquisition Proposal solely in their capacity as a member of such Board of Directorsan officer or director.
Appears in 1 contract
Samples: Voting and Support Agreement (KREHBIEL Limted Partnership)
No Limitation. Nothing in this Agreement shall be construed to prohibit Stockholder or any of Stockholder’s Representatives who is an officer or affiliate of the Stockholder who is or has designated a member of the Board board of Directors directors of the Company from taking any action solely in his or her capacity as a an officer or member of the Board board of Directors directors of the Company or from exercising his fiduciary duties taking any action with respect to any Competing Proposal or Adverse Recommendation Change solely in their capacity as a member of such Board of Directorsan officer or director.
Appears in 1 contract
Samples: Tender and Support Agreement (EndoChoice Holdings, Inc.)
No Limitation. Nothing in this Agreement shall be construed to prohibit any officer or affiliate of the Stockholder who is an officer or has designated a member of the Board of Directors of the Company from taking any action solely in his or her capacity as a an officer or member of the Board of Directors of the Company or from exercising his fiduciary duties taking any action with respect to any Acquisition Proposal as a an officer or member of such Board of Directors.
Appears in 1 contract
Samples: Voting Agreement (Electro Rent Corp)
No Limitation. Nothing Notwithstanding anything to the contrary set forth herein, nothing in this Agreement shall be construed to prohibit Stockholder or any of its Affiliates, officers, directors, agents or representatives who is an officer or affiliate of the Stockholder who is or has designated a member of the Board of Directors of the Company from taking any action solely in his or her capacity as a an officer or member of the Board of Directors of the Company or from exercising his fiduciary duties taking any action with respect to any Acquisition Proposal as a an officer or member of such Board of Directors.
Appears in 1 contract
Samples: Voting Agreement (Live Nation, Inc.)
No Limitation. Nothing in this Agreement shall be construed to ------------- prohibit Stockholder, or any officer or affiliate of the Stockholder who is or has designated a member of the Board of Directors of the Company Company, from taking any action solely in his or her capacity as a member of the Board of Directors of the Company or from exercising his or her fiduciary duties as a member of such Board of Directors.
Appears in 1 contract
Samples: Exhibit 1 (Berglass Robert H)
