Common use of Stockholder Capacity Clause in Contracts

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its capacity as a stockholder of the Company, and nothing in this Agreement shall restrict or limit the ability of any Stockholder who is a director or officer of the Company to take any action in his or her capacity as a director or officer of the Company. Any references to Subsidiaries, Affiliates or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representatives.

Stockholder Capacity. This Stockholder is entering into this Agreement is being entered into by each Stockholder solely in its capacity as a stockholder record holder and/or beneficial owner of the Company, Shares and nothing in this Agreement shall restrict be deemed to impose any obligation, restriction, limitation or limit the ability of liability on Stockholder in any Stockholder who is a director other manner or officer of the Company to take any action capacity, including in his his, her or her its capacity as a director an officer, director, employee, agent or officer representative of the Company. Any references to Subsidiaries, Affiliates or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representatives.

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its capacity as a stockholder record and/or beneficial owner of the CompanyOwned Shares, and nothing in this Agreement shall restrict or limit the ability of such Stockholder or any Affiliate of such Stockholder who is a director director, officer or officer employee of the Company to take any action in his or her capacity as a director director, officer or officer employee of the Company. Any references , including the exercise of fiduciary duties to Subsidiaries, Affiliates the Company or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representativesstockholders.

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its capacity as a stockholder of the Company, and nothing in this Agreement shall restrict or limit the ability of any Stockholder of Stockholder’s Representatives who is also a director or officer of the Company to take any action in his or her capacity as a director or officer (as applicable) of the Company. Any references Company or from fulfilling the duties and obligations (including fiduciary duties) of such office, whether relating to Subsidiariesthe Merger Agreement or otherwise, Affiliates or Representatives and such actions, in and of Stockholder in this Agreement themselves, shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representativesbe a breach of this Agreement.

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in his, her, or its capacity as a stockholder of the Company, and nothing in this Agreement shall restrict or limit the ability of any Stockholder who is a director or officer of the Company to take any action from discharging (in his or her capacity as a director or officer officer) his or her fiduciary duties to the other stockholders of the Company. Any references to Subsidiaries, Affiliates or Representatives of Stockholder Company under applicable Law; provided that nothing in this Agreement Section 8 shall not relieve or be deemed to include the Company, its Subsidiaries relieve such Stockholder from his or Affiliates, or their respective Representativesher obligations under Section 1.

Stockholder Capacity. This Agreement is being entered into by each the Stockholder solely in its the Stockholder’s capacity as a stockholder of the Company, and nothing in this Agreement shall restrict or limit the ability of any the Stockholder who is in its capacity as a director or officer of the Company to take any action in his or her the Stockholder’s capacity as a director or officer (as applicable) of the Company. Any references Company or from fulfilling the duties and obligations of such office, whether relating to Subsidiariesthe Merger Agreement or otherwise, Affiliates or Representatives and none of Stockholder in this Agreement such actions shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representativesbe a breach of this Agreement.

Stockholder Capacity. This Each Stockholder enters into this Agreement is being entered into by each Stockholder solely in its respective capacity as a stockholder the record and beneficial owner of the Company, and nothing its Subject Shares. Nothing contained in this Agreement shall restrict or limit the ability rights and obligations of any Stockholder who is a director or officer of the Company to take any action in his or her its respective capacity as a director or officer of the Company. Any references to Subsidiaries, Affiliates and the agreements set forth herein shall in no way restrict any director or Representatives officer of Stockholder the Company in this Agreement shall not be deemed to include the exercise of his or her fiduciary duties as a director or officer of the Company, its Subsidiaries or Affiliates, or their respective Representatives.

Stockholder Capacity. This Agreement is being entered into by each the Stockholder solely in its capacity as a stockholder of the Company, and nothing in this Agreement shall restrict or limit the ability of any Stockholder who is a director or officer of the Company to take any action in his or her capacity as a director or officer of the Company. Any references to Subsidiaries, Affiliates affiliates or Representatives representatives of the Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliatesaffiliates, or their respective Representativesrepresentatives.

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its capacity as a stockholder of the CompanyParent, and nothing in this Agreement shall restrict or limit the ability of such Stockholder, any Stockholder of its Affiliates, or any of their respective directors, officers or employees who is a director or officer (or equivalent) of the Company Parent or any of its Subsidiaries, as applicable, to take any action in his or her capacity as a director or officer (or equivalent) of the Company. Any references to Parent or any of its Subsidiaries, Affiliates or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representatives.

Stockholder Capacity. This Agreement is being entered into by each the Stockholder solely in its capacity as a stockholder record and/or beneficial owner of the CompanyCovered Shares, and nothing in this Agreement shall restrict or limit the ability of the Stockholder or any affiliate of the Stockholder who is a director director, officer or officer employee of the Company Parent to take any action in his or her capacity as a director director, officer or officer employee of Parent, including the Company. Any references exercise of fiduciary duties to Subsidiaries, Affiliates Parent or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representativesstockholders.

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its capacity as a stockholder of the Company, and nothing in this Agreement shall restrict or limit the ability of any Stockholder who is a director or officer of the Company to take any action in his or her capacity as a director or officer of the Company. Any references Company to Subsidiaries, Affiliates or Representatives of Stockholder the extent specifically permitted by the Merger Agreement (it being understood that nothing in this Agreement shall not will be deemed construed to include prohibit, limit or restrict Stockholder from exercising his or her fiduciary duties as a director or officer of the Company, its Subsidiaries or Affiliates, or their respective Representatives).

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its its, his or her capacity as a stockholder record and/or beneficial owner of the CompanyCovered Shares, and nothing in this Agreement shall restrict or limit the ability of such Stockholder, any Affiliate of such Stockholder, or any Representative of such Stockholder who is a director director, officer or officer employee of the Company to take any action in his or her capacity as a director director, officer or officer employee of the Company. Any references , including the exercise of fiduciary duties to Subsidiaries, Affiliates the Company or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representativesstockholders.

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its capacity as a stockholder of the Company, and nothing in this Agreement shall restrict or limit the ability of any Stockholder who is also a director or officer of the Company to take any action in his or her capacity as a director or officer of the Company. Any references to Subsidiaries, Affiliates or Representatives of Stockholder Company except for actions specifically prohibited in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective RepresentativesMerger Agreement.

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its capacity as a stockholder of the Company, and nothing in this Agreement shall restrict or limit the ability of any Stockholder or its Affiliate who is a director or officer of the Company to take any action in his or her capacity as a director or officer of the Company. Any references to Subsidiaries, Affiliates or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representatives.

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its its, his or her capacity as a stockholder record and/or beneficial owner of the CompanyCovered Shares, and nothing in this Agreement shall restrict or limit the ability of such Stockholder or any Affiliate of such Stockholder who is a director director, officer or officer employee of the Company to take any action in his or her capacity as a director director, officer or officer employee of the Company. Any references , including the exercise of fiduciary duties to Subsidiaries, Affiliates the Company or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representativesstockholders.

Stockholder Capacity. This Stockholders are entering into this Agreement is being entered into by each Stockholder solely in its capacity as a stockholder record holder and/or beneficial owner of the Company, Shares and nothing in this Agreement shall restrict be deemed to impose any obligation, restriction, limitation or limit the ability of liability on Stockholder in any Stockholder who is a director other manner or officer of the Company to take any action capacity, including in his his, her or her its capacity as a director an officer, director, employee, agent or officer representative of the Company. Any references to Subsidiaries, Affiliates or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representatives.

Stockholder Capacity. This The Stockholder is entering into this Agreement is being entered into by each Stockholder solely in its the Stockholder’s capacity as a stockholder the record holder or beneficial owner of the Company, Shares and nothing herein shall limit or affect any actions taken (or any failures to act) by the Stockholder in this Agreement shall restrict or limit the ability of any Stockholder who is a director or officer of the Company to take any action in his or her Stockholder’s capacity as a director or officer of the CompanyCompany (if applicable). Any references The taking of any actions (or any failures to Subsidiaries, Affiliates or Representatives of act) by the Stockholder in this Agreement the Stockholder’s capacity as a director or officer of the Company (if applicable) shall not be deemed to include constitute a breach of this Agreement, regardless of the Company, its Subsidiaries or Affiliates, or their respective Representativescircumstances related thereto.

Stockholder Capacity. This Stockholder is entering into this Agreement is being entered into by each Stockholder solely in its capacity as a stockholder record holder and/or beneficial owner of the Company, Shares and nothing in this Agreement shall restrict be deemed to impose any obligation, restriction, limitation or limit the ability of liability on Stockholder in any Stockholder who is a director other manner or officer of the Company to take any action capacity, including in his or her capacity as a director an officer, director, employee, agent or officer representative of the Company. Any references to Subsidiaries, Affiliates or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representatives.

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in his, her or its capacity as the record holder or beneficial owner of, or as a stockholder of trust whose beneficiaries are the Companybeneficial owners of, Covered Shares, and nothing in this Agreement shall restrict restrict, limit or limit the ability of affect any actions taken (or omitted to be taken) by such Stockholder who is a director or officer of the Company to take any action in his or her such Stockholder’s capacity as a director or officer of Parent, the CompanyCompany or any other Person. Any references No action taken (or omitted to Subsidiaries, Affiliates be taken) in any such capacity as a director or Representatives of Stockholder in this Agreement officer shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representativesconstitute a breach of this Agreement.

Stockholder Capacity. This Agreement is being entered into by each the Stockholder solely in its capacity as a stockholder beneficial owner of the Company, and nothing in this Agreement shall restrict restrict, limit or limit affect the ability of any Affiliate or designee of the Stockholder who is a director or officer of the Company to take any action in his or her capacity as a director or officer of the CompanyCompany and exercising his or her fiduciary duties and responsibilities in such capacity. Any references No action taken (or omitted to Subsidiaries, Affiliates be taken) in any such capacity as a director or Representatives of Stockholder in this Agreement officer shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representativesconstitute a breach of this Agreement.

Stockholder Capacity. This The Stockholder makes this Agreement is being entered into by each Stockholder solely in its capacity as a stockholder the record and beneficial owner of the Company, and nothing Shares. Nothing in this Agreement shall restrict prohibit the Stockholder or limit the ability any of its officers, directors, employees, representatives and agents from taking, or omitting to take, any Stockholder who is action as a director director, employee, representative or officer agent of the Company permitted to take any action in his be taken or her capacity as a director or officer of omitted under the Company. Any references to Subsidiaries, Affiliates or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective RepresentativesMerger Agreement.

Stockholder Capacity. This Stockholder is entering into this Agreement is being entered into by each Stockholder solely in its capacity as a stockholder record holder and/or beneficial owner of the Company, Shares and nothing in this Agreement shall restrict or limit the ability of any Stockholder who is a director or officer of the Company to take any action in his or her capacity as a director or officer of the Company. Any references to Subsidiaries, Affiliates or Representatives of Stockholder in this Agreement shall not be deemed to include the Companyimpose any obligation, restriction, limitation or liability on Stockholder in any other manner or capacity, including in his, her or its Subsidiaries capacity as an officer, director, employee, agent or Affiliates, or their respective Representativesrepresentative of Parent.

Stockholder Capacity. This Agreement is being entered into by each the Stockholder solely in its capacity as a stockholder of the Company, and nothing in this Agreement shall restrict or limit the ability of any Stockholder Stockholder, any of its Affiliates, or any of their respective directors, officers or employees who is a director or officer of the Company to take any action in his or her capacity as a director or officer of the Company. Any references Company to Subsidiaries, Affiliates or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representativesextent specifically permitted by the Merger Agreement.

Stockholder Capacity. This Agreement is being entered into by each the Stockholder solely in its capacity as a stockholder record and/or beneficial owner of the CompanyOwned Shares, and nothing in this Agreement shall restrict or limit the ability of the Stockholder or any Stockholder of its Affiliates who is a director director, officer or officer employee of the Company to take any action in his or her capacity as a director director, officer or officer employee of the Company. Any references , including the exercise of fiduciary duties to Subsidiaries, Affiliates the Company or Representatives of Stockholder in this Agreement shall not be deemed to include the Company, its Subsidiaries or Affiliates, or their respective Representativesstockholders.

Stockholder Capacity. This The Stockholder is entering into this Agreement is being entered into by each Stockholder solely in its capacity as a stockholder the owner of record and/or Beneficial Owner of the Company, Owned Shares and nothing in this Agreement herein shall restrict limit or limit the ability of affect any Stockholder who is a director actions taken or officer omitted to be taken by any individual director, officer, member, partner or Affiliate of the Company to take any action Stockholder in his or her capacity as a an officer or director or officer of the Company. Any references to Subsidiaries; provided, Affiliates or Representatives of Stockholder that nothing in this Agreement Section 14 shall not be deemed to include permit such director, officer, member or partner of the Company, its Subsidiaries or Affiliates, or their respective RepresentativesStockholder to take any action on behalf of the Company that is prohibited by the Merger Agreement.

Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its capacity as a stockholder of the Company and not in such Stockholder’s capacity as a director, officer or employee of the Company, and nothing in this Agreement shall restrict or limit the ability of any Stockholder Stockholder, any of its Affiliates, or any of their respective directors, officers or employees who is a director or officer of the Company to take any action or inaction or voting on any matter in his or her capacity as a director or officer of the Company. Any references to Subsidiaries, Affiliates or Representatives of Stockholder in this Agreement shall not be deemed to include including taking any action specifically permitted by the Company, its Subsidiaries or Affiliates, or their respective RepresentativesMerger Agreement.