Common use of Shareholder Capacity Clause in Contracts

Shareholder Capacity. This Agreement is being entered into by Shareholder solely in Shareholder’s capacity as a shareholder of the Company, and nothing in this Agreement shall restrict or limit (a) the ability of Shareholder to take any action in Shareholder’s capacity as a director or officer of the Company or its Subsidiaries and exercising Shareholder’s fiduciary duties and responsibilities in such capacity or (b) the Company from taking any actions that are otherwise permitted by the Merger Agreement, including with respect to a Superior Proposal.

Appears in 6 contracts

Samples: Voting Agreement (Fortress Investment Group LLC), Voting Agreement (Fortress Investment Group LLC), Voting Agreement (Janszen Timothy)

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Shareholder Capacity. This Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall (or shall require any Shareholder to attempt to) limit or restrict any Shareholder who is a director or officer of the Company from acting in such capacity (it being entered into by understood that this Agreement shall apply to each Shareholder solely in each Shareholder’s capacity as a shareholder of the Company, and nothing in this Agreement shall restrict or limit (a) the ability of Shareholder to take any action in Shareholder’s capacity as a director or officer of the Company or its Subsidiaries and exercising Shareholder’s fiduciary duties and responsibilities in such capacity or (b) the Company from taking any actions that are otherwise permitted by the Merger Agreement, including with respect to a Superior Proposal).

Appears in 6 contracts

Samples: Tender and Support Agreement (Oracle Corp), Tender and Support Agreement (Hyperion Solutions Corp), Tender and Support Agreement (Blue Coat Systems Inc)

Shareholder Capacity. This Notwithstanding any provision of this Agreement is to the contrary, nothing in this Agreement will limit or restrict a designee of Shareholder from acting in his or her capacity as a director of the Company or fulfilling the obligations of such office, including by acting or voting in his or her capacity as a director of the Company, in such designee’s sole discretion on any matter, including causing the Company to exercise rights under the Merger Agreement (in accordance with the terms thereof), and no such actions or omissions will be deemed a breach of this Agreement (it being entered into by understood that this Agreement will apply to Shareholder solely in Shareholder’s capacity as a shareholder of the Company, and nothing in this Agreement shall restrict or limit (a) the ability of Shareholder to take any action in Shareholder’s capacity as a director or officer of the Company or its Subsidiaries and exercising Shareholder’s fiduciary duties and responsibilities in such capacity or (b) the Company from taking any actions that are otherwise permitted by the Merger Agreement, including with respect to a Superior Proposal).

Appears in 3 contracts

Samples: Voting and Support Agreement (Myovant Sciences Ltd.), Voting and Support Agreement (Urovant Sciences Ltd.), Voting and Support Agreement (Sumitomo Chemical Co., Ltd.)

Shareholder Capacity. This Agreement is being entered into by each Shareholder solely in Shareholder’s his or her capacity as a shareholder of the Company, and nothing in this Agreement shall restrict or limit (a) the ability of any Shareholder as a director of the Company to take any action in Shareholder’s his or her capacity as a director or officer of the Company or its Subsidiaries Company, and exercising Shareholder’s fiduciary duties and responsibilities with respect to certain limitations set forth in such capacity or (b) the Company from taking any actions that are otherwise Merger Agreement, to the extent specifically permitted by the Merger Agreement, including with respect to a Superior Proposal.

Appears in 2 contracts

Samples: Voting Agreement (Ep Medsystems Inc), Voting Agreement (Jenkins David A)

Shareholder Capacity. This Agreement is being entered into by each Shareholder solely in Shareholder’s its capacity as a shareholder of the Company, and nothing in this Agreement shall restrict or limit (a) the ability of any Shareholder who is a director or officer of the Company or any of its Subsidiaries to take any action in Shareholder’s his or her capacity as a director or officer of the Company or its Subsidiaries and exercising Shareholder’s fiduciary duties and responsibilities in such capacity or (b) Subsidiary to the Company from taking any actions that are otherwise extent specifically permitted by the Merger Agreement, including with respect to a Superior Proposal.

Appears in 2 contracts

Samples: Support Agreement (Accuray Inc), Support Agreement (TomoTherapy Inc)

Shareholder Capacity. This Notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement shall (or shall require any Shareholder to attempt to) affect or limit any Shareholder who is a director or officer of the Company from acting in such capacity (it being entered into by understood that this Agreement shall apply to each Shareholder solely in each Shareholder’s capacity as a shareholder of the Company, and nothing in this Agreement shall restrict or limit (a) the ability of Shareholder to take any action in Shareholder’s capacity as a director or officer of the Company or its Subsidiaries and exercising Shareholder’s fiduciary duties and responsibilities in such capacity or (b) the Company from taking any actions that are otherwise permitted by the Merger Agreement, including with respect to a Superior Proposal).

Appears in 1 contract

Samples: Tender and Voting Agreement (Zoll Medical Corp)

Shareholder Capacity. This Each of the Shareholders has executed this Agreement is being entered into by Shareholder solely in such Shareholder’s capacity as a shareholder of the Company. Without limiting the foregoing, and nothing in this Agreement shall restrict limit or limit (a) the ability affect any actions taken by either Shareholder, or any representative of Shareholder to take any action either Shareholder, in Shareholder’s his or her capacity as a director an officer, director, member, employee or officer manager of the Company or its Subsidiaries and exercising Shareholder’s fiduciary duties and responsibilities in such capacity or (b) the Company from taking any actions that are otherwise permitted by the Merger Agreement, including with respect to a Superior ProposalCompany.

Appears in 1 contract

Samples: Voting Support Agreement (Neulion, Inc.)

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Shareholder Capacity. This Nothing in this Agreement is shall limit or restrict either Shareholder in acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities relating thereto, it being entered into by understood that this Agreement shall apply to each Shareholder solely in Shareholder’s his or her capacity as a shareholder of the CompanyCompany and shall not apply to each Shareholders' actions, and nothing in this Agreement shall restrict judgments or limit (a) the ability of Shareholder to take any action in Shareholder’s capacity decisions as a director or officer of the Company or its Subsidiaries and exercising Shareholder’s fiduciary duties and responsibilities in such capacity or (b) the Company from taking any actions that are otherwise permitted by the Merger Agreement, including with respect to a Superior ProposalCompany.

Appears in 1 contract

Samples: Voting Agreement (Biofield Corp \De\)

Shareholder Capacity. This Notwithstanding any provision of this Agreement to the contrary, if Shareholder is a director or officer of the Company, nothing in this Agreement shall (or shall require Shareholder to attempt to) limit or restrict Shareholder from acting in such capacity (it being entered into by understood that this Agreement shall apply to Shareholder solely in Shareholder’s his, her or its capacity as a shareholder of the Company, and nothing in this Agreement shall restrict or limit (a) the ability of Shareholder to take any action in Shareholder’s capacity as a director or officer of the Company or its Subsidiaries and exercising Shareholder’s fiduciary duties and responsibilities in such capacity or (b) the Company from taking any actions that are otherwise permitted by the Merger Agreement, including with respect to a Superior Proposal).

Appears in 1 contract

Samples: Sale and Support Agreement (Watsco Inc)

Shareholder Capacity. This Agreement is being entered into by Shareholder solely in Shareholder’s capacity as a shareholder of the Company, and nothing Nothing in this Agreement shall limit or restrict or limit (a) the ability of Shareholder to take any action Stockholder in Shareholder’s acting in his capacity as a director or officer of the Company or its Subsidiaries and exercising Shareholder’s his fiduciary duties and responsibilities responsibilities, it being understood that this Agreement shall apply to the Stockholder solely in such his capacity or (b) as a stockholder of the Company from taking any actions that are otherwise permitted by and shall not apply to the Merger AgreementStockholder's actions, including with respect to judgments or decisions as a Superior Proposaldirector of the Company.

Appears in 1 contract

Samples: Voting Agreement (Student Advantage Inc)

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