Common use of Action in Shareholder Capacity Only Clause in Contracts

Action in Shareholder Capacity Only. The parties acknowledge that this Agreement is entered into by Shareholder solely in his capacity as owner of the Shareholder Shares and that nothing in this Agreement shall in any way restrict or limit any director or officer of the Company (including Shareholder) from taking any action in his or her capacity as a director or officer of the Company that is necessary for him or her to comply with his or her fiduciary duties as a director or officer of the Company, including, without limitation, participating in his or her capacity as a director of the Company in any discussions or negotiations in accordance with Section 5.02 of the Merger Agreement. Further, nothing herein shall limit or affect the Company’s rights in connection with the Merger Agreement.

Action in Shareholder Capacity Only. The parties acknowledge that this Agreement is entered into by the Shareholder solely in his its capacity as a direct or indirect owner of the Shareholder Covered Shares (and that nothing not in any other capacity, including any capacity as a director or officer of the Company or its Subsidiaries). Nothing in this Agreement shall in any way restrict or limit the ability of such Shareholder or any Affiliate of such Shareholder who is a director or officer of the Company (including Shareholder) from taking any action in his or her capacity as a director or officer of the Company that is necessary for him or her to comply with his or her fiduciary duties as a director or officer employee of the Company, including, without limitation, participating in his or her capacity as a director including the exercise of fiduciary duties to the Company and its Shareholders. Nothing in this Agreement shall restrict or limit the Company from taking any discussions or negotiations in accordance with Section 5.02 of actions that are otherwise permitted by the Merger Agreement, including with respect to a Superior Proposal. Further, nothing herein shall limit or affect the Company’s rights in connection with the Merger Agreement.[Signature pages follow] ​

Action in Shareholder Capacity Only. The parties acknowledge that this Agreement is entered into by the Shareholder solely in his its capacity as a direct or indirect owner of the Shareholder Covered Shares (and that nothing not in any other capacity, including any capacity as a director or officer of the Company or its Subsidiaries). Nothing in this Agreement shall in any way restrict or limit the ability of such Shareholder or any Affiliate of such Shareholder who is a director or officer of the Company (including Shareholder) from taking any action in his or her capacity as a director or officer of the Company that is necessary for him or her to comply with his or her fiduciary duties as a director or officer employee of the Company, including, without limitation, participating in his or her capacity as a director including the exercise of fiduciary duties to the Company and its Shareholders. Nothing in this Agreement shall restrict or limit the Company from taking any discussions or negotiations in accordance with Section 5.02 of actions that are otherwise permitted by the Merger Agreement, including with respect to a Superior Proposal. Further, nothing herein shall limit or affect the Company’s rights in connection with the Merger Agreement.[Signature pages follow]

Action in Shareholder Capacity Only. The parties acknowledge that this Agreement is entered into by the Shareholder solely in his its capacity as a direct or indirect owner of the Shareholder Covered Shares (and that nothing not in any other capacity, including any capacity as a director or officer of the Company or its Subsidiaries). Nothing in this Agreement shall in any way restrict or limit the ability of such Shareholder or any Affiliate of such Shareholder who is a director or officer of the Company (including Shareholder) from taking any action in his or her capacity as a director or officer of the Company that is necessary for him or her to comply with his or her fiduciary duties as a director or officer employee of the Company, including, without limitation, participating in his or her capacity as a director including the exercise of fiduciary duties to the Company and its Shareholders. Nothing in this Agreement shall restrict or limit the Company from taking any discussions or negotiations in accordance with Section 5.02 of actions that are otherwise permitted by the Merger Agreement. Further, nothing herein shall limit or affect the Company’s rights in connection including with the Merger Agreementrespect to a Superior Proposal.