Common use of Capacity as Stockholder Clause in Contracts

Capacity as Stockholder. The Stockholder signs this Agreement solely in the Stockholder’s capacity as a holder of Parent Shares, and not in the Stockholder’s capacity as a director, officer or employee of Parent or in the Stockholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of Parent in the exercise of his or her fiduciary duties as a director or officer of Parent or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of Parent or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary.

Appears in 3 contracts

Samples: Support Agreement (Cara Therapeutics, Inc.), Support Agreement (Angion Biomedica Corp.), Support Agreement (Silverback Therapeutics, Inc.)

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Capacity as Stockholder. The Stockholder signs this Agreement solely in the Stockholder’s capacity as a holder of Parent Company Shares, and not in the Stockholder’s capacity as a director, officer or employee of Parent Company or in the Stockholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of Parent Company in the exercise of his or her fiduciary duties as a director or officer of Parent Company or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of Parent Company or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary.

Appears in 3 contracts

Samples: Merger Agreement (CalciMedica, Inc. /DE/), Support Agreement (Graybug Vision, Inc.), Support Agreement (Seneca Biopharma, Inc.)

Capacity as Stockholder. The Stockholder signs this Agreement solely in the Stockholder’s capacity as a holder of Parent SharesCommon Stock, and not in the Stockholder’s capacity as a director, officer or employee of Parent the Company or in the Stockholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of Parent the Company in the exercise of his or her fiduciary duties as a director or officer of Parent the Company or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of Parent the Company or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary.

Appears in 2 contracts

Samples: Support Agreement (Ayala Pharmaceuticals, Inc.), Support Agreement (Immunome Inc.)

Capacity as Stockholder. The Stockholder signs this Agreement solely in the Stockholder’s capacity as a holder of Parent Shares, and not in the Stockholder’s capacity as a director, officer or employee of Parent or in the Stockholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of Parent in the exercise of his or her fiduciary duties as a director or officer of Parent or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of Parent or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary.

Appears in 2 contracts

Samples: Support Agreement (MorphImmune Inc.), Support Agreement (Immunome Inc.)

Capacity as Stockholder. The Each Stockholder signs is signing this Agreement solely in the such Stockholder’s capacity as a holder stockholder of Parent Shares, the Company and not in the any other capacity, including such Stockholder’s capacity as a director, officer or employee of Parent the Company or in the such Stockholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of Parent the Company in the exercise of his or her fiduciary duties as a director or officer of Parent the Company or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of Parent the Company or any trustee or fiduciary of any employee benefit plan or trust to take, or prevent him or her from taking taking, any action in his or her capacity as such director, officer, trustee or fiduciary.

Appears in 2 contracts

Samples: Tender and Voting Agreement (Ziprealty Inc), Tender and Voting Agreement (Realogy Group LLC)

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Capacity as Stockholder. The Stockholder signs this Agreement solely in the Stockholder’s capacity as a holder of Parent Company Shares, and not in the Stockholder’s capacity as a director, officer or employee of Parent the Company or in the Stockholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of Parent the Company in the exercise of his or her fiduciary duties as a director or officer of Parent the Company or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of Parent the Company or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary.

Appears in 1 contract

Samples: Support Agreement (Cara Therapeutics, Inc.)

Capacity as Stockholder. The Each Stockholder signs this Agreement solely in the such Stockholder’s capacity as a holder Stockholder of Parent Shares, Seller and not in the such Stockholder’s capacity as a director, officer or employee of Parent Seller or any of its Subsidiaries or in the such Stockholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing Nothing herein shall in any way restrict a director or officer of Parent Seller in the exercise of his or her fiduciary duties as a director or officer of Parent Seller or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of Parent Seller or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary.

Appears in 1 contract

Samples: Voting and Support Agreement (Swisher Hygiene Inc.)

Capacity as Stockholder. The Stockholder signs this Agreement solely in the Stockholder’s capacity as a holder of Parent Company Shares, and not in the Stockholder’s capacity as a director, officer or employee of Parent the Company or in the Stockholder’s capacity as a trustee or fiduciary of any employee benefit plan or trust. Notwithstanding anything herein to the contrary, nothing herein shall in any way restrict a director or officer of Parent the Company in the exercise of his or her fiduciary duties as a director or officer of Parent the Company or in his or her capacity as a trustee or fiduciary of any employee benefit plan or trust or prevent or be construed to create any obligation on the part of any director or officer of Parent the Company or any trustee or fiduciary of any employee benefit plan or trust from taking any action in his or her capacity as such director, officer, trustee or fiduciary.

Appears in 1 contract

Samples: Support Agreement (Immunome Inc.)

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