Common use of Fiduciary Duties Clause in Contracts

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securities, and (b) nothing herein will be construed to limit or affect any action or inaction by Stockholder or any Representative of Stockholder, as applicable, serving on the Company’s board of directors or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting in such person’s capacity as a director, officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) Stockholder the Shareholder makes no agreement or understanding herein in any capacity other than in Stockholderthe Shareholder’s capacity as a record holder and beneficial owner Beneficial Owner of Securities, and (b) nothing herein will be construed to limit or affect any action or inaction by Stockholder the Shareholder or any Representative of Stockholderthe Shareholder, as applicable, serving on the Company’s board of directors Company Board or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting in such personPerson’s capacity as a director, director or officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) Stockholder the Shareholder makes no agreement or understanding herein in any capacity other than in Stockholder’s the Shareholder's capacity as a record holder and beneficial owner of Securities, and (b) nothing herein will be construed to limit or affect any action or inaction by Stockholder the Shareholder or any Representative of Stockholderthe Shareholder, as applicable, serving on the Company’s board of directors Company Board or on the board of directors of any Subsidiary of the Company its subsidiaries or as an officer or fiduciary of the Company or any of Subsidiary of the Companyits subsidiaries, acting in such person’s 's capacity as a director, officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreementits subsidiaries.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) Stockholder the Shareholder makes no agreement or understanding herein in any capacity other than in Stockholdersuch Shareholder’s capacity as a record holder and beneficial owner of Securitiesthe Covered Company Shares, and not in such Shareholder’s capacity as a director, officer or employee of the Company or any of the Company’s Subsidiaries or in such Shareholder’s capacity as a trustee or fiduciary of any Company Equity Plan, and (b) nothing herein will be construed to limit or affect any action or inaction by Stockholder such Shareholder or any Representative representative of Stockholder, such Shareholder serving as applicable, serving on the Company’s board a member of directors or on the board of directors of any Subsidiary of the Company or as an officer officer, employee or fiduciary of the Company or any of Subsidiary of the Company, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s 's capacity as a record holder and beneficial owner of Securities, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative of the Stockholder, as applicable, serving on the Company’s board of directors Company Board or on the board of directors of any Subsidiary of the Company its subsidiaries or as an officer or fiduciary of the Company or any of Subsidiary of the Companyits subsidiaries, acting in such person’s 's capacity as a director, officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreementits subsidiaries.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (ai) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securitiesthe Shares, and not in Stockholder’s capacity as a director, officer or employee of the Company or any of the Company’s Subsidiaries or in Stockholder’s capacity as a trustee or fiduciary of any Company Benefit Plan, and (bii) nothing herein will be construed to limit or affect any action or inaction by Stockholder or any Representative representative of Stockholder, as applicable, serving on the Company’s board of directors or on the board of directors of the Company or any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) Stockholder the Shareholder makes no agreement or understanding herein in any capacity other than in Stockholderthe Shareholder’s capacity as a record holder and beneficial owner of Securities, and (b) nothing herein will be construed to limit or affect any action or inaction by Stockholder the Shareholder or any Representative of Stockholderthe Shareholder, as applicable, serving on the Company’s board Company Board of directors Directors or on the board of directors of any Company Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the CompanyCompany Subsidiary, acting in such person’s capacity as a director, officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this AgreementCompany Subsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) Stockholder the Holder makes no agreement or understanding herein in any capacity other than in Stockholdersuch Holder’s capacity as a record holder and or beneficial owner of Securities, the Subject Company Shares and (b) nothing herein will be construed to limit or affect any action or inaction by Stockholder or any Representative representative of Stockholder, such Holder serving as applicable, serving on the Company’s board a member of directors or on the board of directors of any Subsidiary (or similar governing body) of the Company or any of its Subsidiaries or as an officer a manager, officer, employee or fiduciary of the Company or any of Subsidiary of the Companyits Subsidiaries, in each case, acting in such person’s capacity as a director, officer manager, officer, employee or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this AgreementSubsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner Beneficial Owner of Securities, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative of the Stockholder, as applicable, serving on the Company’s board of directors Company Board or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting in such personPerson’s capacity as a director, director or officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreement. To the extent that under Delaware law any fiduciary duty requirements apply to Stockholder, Stockholder will be permitted to comply therewith, notwithstanding anything to the contrary in this Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner Beneficial Owner of Securities, Shares and (b) if the Stockholder is an individual, nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative of the Stockholder, as applicable, serving on applicable from (i) exercising the CompanyStockholder’s board of directors fiduciary duties as a director or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting its Subsidiaries or (ii) otherwise taking any action or inaction in such personPerson’s capacity as a director, director or officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) Stockholder Stockholders makes no agreement or understanding herein in any capacity other than in Stockholder’s Stockholders’ capacity as a record holder and beneficial owner of SecuritiesCompany Common Stock, and (b) nothing herein will be construed to limit or affect any action or inaction by Stockholder Stockholders or any Representative of StockholderStockholders, as applicable, serving on the Company’s board of directors Company Board or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting in such person’s capacity as a director, officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) Stockholder the Shareholder makes no agreement or understanding herein in any capacity other than in Stockholderthe Shareholder’s capacity as a record holder and beneficial owner of Securities, Shares; and (b) if the Shareholder is an individual, nothing herein will be construed to limit or affect any action or inaction by Stockholder the Shareholder or any Representative of Stockholderthe Shareholder, as applicable, serving on applicable from (i) exercising the CompanyShareholder’s board of directors fiduciary duties as a director or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting its Subsidiaries or (ii) otherwise taking any action or inaction in such personPerson’s capacity as a director, director or officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of Securitiesthe Subject Company Stock, and not in the Stockholder’s capacity as a director, officer or employee of the Company or any of the Company’s Subsidiaries and (b) nothing herein will be construed to limit limit, prevent or affect any action or inaction by the Stockholder or any Representative representative of Stockholder, the Stockholder serving in its capacity as applicable, serving on the Company’s board a member of directors or on the board of directors of any Subsidiary of the Company or any Subsidiary thereof or as an officer officer, employee or fiduciary of the Company or any of Subsidiary of the Company, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreementthereof.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) no Company Stockholder makes no any agreement or understanding herein in any capacity other than in such Company Stockholder’s capacity as a record holder and beneficial owner of Securities, its Subject Company Shares and (b) nothing herein will be construed to limit or affect any action or inaction by such Company Stockholder or by any Representative representative or Affiliate of Stockholder, such Company Stockholder serving as applicable, serving on the Company’s board a member of directors or on the board of directors of any Subsidiary of the Company or any of its Subsidiaries or as an officer officer, employee or fiduciary of the Company or any of Subsidiary of the Companyits Subsidiaries, in each case, acting in such person’s capacity as a director, officer officer, employee or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this AgreementSubsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s 's capacity as a record holder and beneficial owner of SecuritiesCovered Shares, and (b) nothing herein will shall be construed to limit or affect any action or inaction by Stockholder or any Representative of Stockholder, as applicable, serving on the Company’s board of directors or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting in such person’s 's capacity as a director, officer or fiduciary director of the Company and in compliance with Section 6.04 of the Merger Agreement and (c) Stockholder shall have no liability to Parent or any Subsidiary of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder in such person's capacity as a director of the Company, Company and any such action shall not constitute a breach in compliance with Section 6.04 of this the Merger Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Company Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s its capacity as a record holder and beneficial owner of Securities, the Subject Company Shares and (b) ), if applicable, nothing herein will be construed to limit or affect any action or inaction by the Company Stockholder or any Representative in its capacity as a member of Stockholder, as applicable, serving on the Company’s board of directors or on the board of directors of any Subsidiary (or other similar governing body) of the Company or any of its Affiliates or as an officer officer, employee or fiduciary of the Company or any of Subsidiary of the Companyits Affiliates, in each case, acting in such personPerson’s capacity as a director, officer officer, employee or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this AgreementAffiliate.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) no Stockholder makes no any agreement or understanding herein in any capacity other than in such Stockholder’s capacity as a record holder and beneficial owner Beneficial Owner of SecuritiesShares, and (b) nothing herein will be construed to limit or affect any action or inaction by any Stockholder or any Representative of any Stockholder, as applicable, serving on the Company’s board of directors Company Board or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting in such personPerson’s capacity as a director, director or officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of SecuritiesCovered Shares, and (b) nothing herein will shall be construed to limit or affect any action or inaction by Stockholder or any Representative of Stockholder, as applicable, serving on the Company’s board of directors or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting in such person’s capacity as a director, officer or fiduciary director of the Company and in compliance with Section 6.04 of the Merger Agreement and (c) Stockholder shall have no liability to Parent or any Subsidiary of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder in such person’s capacity as a director of the Company, Company and any such action shall not constitute a breach in compliance with Section 6.04 of this the Merger Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the ---------------- contrary: (a) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s 's capacity as a record holder and beneficial owner of Securities, and (b) nothing herein will shall be construed to limit or affect any action or inaction by Stockholder or any Representative of Stockholder, as applicable, serving on the Company’s board of directors or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting in such person’s 's capacity as a director, officer or fiduciary of the Company or any Subsidiary employee of the Company, and (c) Stockholder shall have no liability to Parent or any of its Affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder in such action shall not constitute person's capacity as a breach director, officer or employee of this Agreementthe Company.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Majority Stockholder makes no agreement or understanding herein in any capacity other than in the Majority Stockholder’s capacity as a record holder and beneficial owner of Securities, and (b) nothing herein will be construed to limit or affect any action or inaction by the Majority Stockholder or any Representative of the Majority Stockholder, as applicable, serving on the Company’s board of directors or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the Company, acting in such personPerson’s capacity as a director, director or officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this Agreement.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) Stockholder the Shareholder makes no agreement or understanding herein in any capacity other than in Stockholder’s the Shareholder's capacity as a record holder and beneficial owner of Securities, and (b) nothing herein will be construed to limit or affect any action or inaction by Stockholder the Shareholder or any Representative of Stockholderthe Shareholder, as applicable, serving on the Company’s board Company Board of directors Directors or on the board of directors of any Company Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the CompanyCompany Subsidiary, acting in such person’s 's capacity as a director, officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this AgreementCompany Subsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (ai) Stockholder makes no agreement or understanding herein in any capacity other than in Stockholder’s capacity as a record holder and beneficial owner of Securitiesthe Stockholder Shares, and not in Stockholder’s capacity as a director or officer of the Company or any of the Company Subsidiaries, and (bii) nothing herein will be construed to limit or affect any action or inaction by Stockholder or any Representative representative of Stockholder, as applicable, serving on the Company’s board of directors or on the board of directors of any Subsidiary of the Company or as an officer or fiduciary of the Company or any of Company Subsidiary or as an officer of the CompanyCompany or any Company Subsidiary, acting in such person’s capacity as a director, director or officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this AgreementCompany Subsidiary.

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Stockholder makes no agreement or understanding herein in any capacity other than in the Stockholder’s capacity as a record holder and beneficial owner of SecuritiesSecurities and not in such Stockholder’s capacity as a director, officer or employee, or as a trustee or fiduciary for any employee benefit plan or trust, and (b) nothing herein will be construed to limit or affect any action or inaction by the Stockholder or any Representative of the Stockholder, as applicable, serving on the Company’s board Company Board of directors Directors or on the board of directors of any Company Subsidiary of the Company or as an officer or fiduciary of the Company or any of Subsidiary of the CompanyCompany Subsidiary, acting in such person’s capacity as a director, officer or fiduciary of the Company or any Subsidiary of the Company, and any such action shall not constitute a breach of this AgreementCompany Subsidiary.