Common use of Action in Stockholder Capacity Only Clause in Contracts

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder in its capacity as owner of the shares set forth opposite such Stockholder’s name on Annex A and that nothing in this Agreement shall in any way restrict or limit any director or officer of the Company 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 5.3 of the Merger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder Shareholder Party in his or its capacity as owner of the shares set forth opposite such Stockholder’s name on Annex A applicable Party Shares and that nothing in this Agreement shall in any way restrict or limit any director or officer of the Company 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, furnishing information or participating in his or her capacity as a director or officer of the Company in any discussions or negotiations in accordance with Section 5.3 of the Merger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Executing Stockholder in its such Executing Stockholder’s capacity as beneficial owner of the shares set forth opposite such Stockholder’s name on Annex A and Stockholder Shares and, subject to Section 1(d) above, that nothing in this Agreement shall in any way restrict or limit any director or officer of the Company 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 5.3 6.2 of the Merger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder in his or its capacity as an owner of the shares set forth opposite such Stockholder’s name on Annex A Covered Shares and that nothing in this Agreement shall in any way restrict or limit any director Stockholder from taking or officer authorizing any action or inaction in his or her capacity as a director, officer, trustee or other fiduciary of the Company from taking Company, any action Subsidiary thereof or any other Person, or of any employee benefit plan of the Company, including, without limitation, if applicable, participating 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 5.3 6.4 of the Merger Agreement.

Action in Stockholder Capacity Only. The parties acknowledge that this Agreement is entered into by each Stockholder in its capacity as an owner of the shares set forth opposite such Stockholder’s name on Annex A Stockholder Shares and that nothing in this Agreement shall in any way restrict or limit any trustee or other representative of a Stockholder that also is a director or officer of the Company 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 discussions, negotiations or negotiations votes in accordance with Section 5.3 of the Merger Agreement.

Action in Stockholder Capacity Only. The parties hereto acknowledge that this Agreement is entered into by each the Stockholder in its capacity as owner a stockholder of the shares set forth opposite such Stockholder’s name on Annex A Company and that nothing in this Agreement shall in any way restrict or limit any director director, officer or officer employee of the Company Stockholder or its affiliates from taking any action in his or her capacity as a director or officer of the Company that is necessary for him or her in order to comply with his or her fiduciary duties obligations 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 negotiations or discussions or negotiations in accordance with pursuant to Section 5.3 5.02(a) of the Merger Agreement.