Company Fiduciary Duties. (a) Nothing in this Agreement shall otherwise require the Company or any directors, officers, or members of the Company, each in its capacity as a director, officer, or member of the Company, to take any action, or to refrain from taking any action, to the extent inconsistent with its or their fiduciary obligations under applicable law (as reasonably determined by them in good faith after consultation with legal counsel).
Appears in 7 contracts
Samples: Call Right Agreement (CAESARS ENTERTAINMENT Corp), Agreement (CAESARS ENTERTAINMENT Corp), Agreement (CAESARS ENTERTAINMENT Corp)
Company Fiduciary Duties. (a) Nothing Subject to Section 5(b)(i) and Section 20(b) hereof, nothing in this Agreement shall otherwise require the Company or any directors, officers, or members of the Company, each in its capacity as a director, officer, or member of the Company, to take any action, or to refrain from taking any action, to the extent inconsistent with its or their fiduciary obligations under applicable law (as reasonably determined by them in good faith after consultation with legal counsel).
Appears in 5 contracts
Samples: Agreement (CAESARS ENTERTAINMENT Corp), Agreement (Caesars Entertainment Operating Company, Inc.), Agreement (Caesars Entertainment Operating Company, Inc.)
Company Fiduciary Duties. (a) Nothing Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall otherwise require the Company or its subsidiaries or any directors, officers, of its or members of the Company, each their respective directors or officers (in its such person’s capacity as a director, director or officer, or member of the Company, ) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with its or their such person’s fiduciary obligations under applicable law (as reasonably determined by them in good faith after consultation with legal counsel)law.
Appears in 4 contracts
Samples: Restructuring Support Agreement (Dynegy Inc.), Restructuring Support Agreement (Dynegy Inc.), Restructuring Support Agreement
Company Fiduciary Duties. (a) Nothing in this Agreement agreement shall otherwise require the Company or any directors, officers, managers, or members of the Company, each in its capacity as a director, officer, manager, or member of the Companycompany, to take any action, or to refrain from taking any action, to the extent inconsistent with its or their fiduciary obligations under applicable law (as reasonably determined by it or them in good faith after consultation with legal counsel).
Appears in 2 contracts
Samples: Restructuring Support Agreement, Restructuring Support Agreement
Company Fiduciary Duties. (a) Nothing Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall otherwise require the Company or its subsidiaries or any directors, officers, of its or members of the Company, each their respective directors or officers (in its such person’s capacity as a director, director or officer, or member of the Company, ) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with its or their such party’s fiduciary obligations under applicable law (as reasonably determined by them in good faith after consultation with legal counsel)law.
Appears in 2 contracts
Samples: Restructuring Support Agreement, Restructuring Support Agreement (Circus & Eldorado Joint Venture)
Company Fiduciary Duties. (a) Nothing in this Agreement shall otherwise require the Company or any directors, officers, or members of the Company, each in its capacity as a director, officer, or member of the Company, to take any action, or to refrain from taking any action, to the extent inconsistent with its or their fiduciary obligations under applicable law (as reasonably determined by them in good faith after consultation with legal counsel).
Appears in 2 contracts
Samples: Agreement (Claires Stores Inc), Agreement (Claires Stores Inc)
Company Fiduciary Duties. (a) Nothing in this Agreement agreement shall otherwise require the Company or any directors, officers, managers, or members of the Company, each in its capacity as a director, officer, manager, or member of the Companycompany, to take any action, or to refrain from taking any action, to the extent inconsistent with its or their fiduciary obligations obligat ions under applicable law (as reasonably determined by it or them in good faith after consultation with legal counsel).
Appears in 1 contract
Samples: Restructuring Support Agreement
Company Fiduciary Duties. (a) Nothing Notwithstanding anything to the contrary herein, nothing in this Agreement shall otherwise require the Company or its subsidiaries or any directors, officers, of its or members of the Company, each their respective directors or officers (in its such person’s capacity as a director, director or officer, or member of the Company, ) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with its or their such person’s fiduciary obligations under applicable law (as reasonably determined by them in good faith after consultation with legal counsel)law.
Appears in 1 contract
Samples: Restructuring Support Agreement (Franklin Resources Inc)
Company Fiduciary Duties. (a) Nothing Notwithstanding anything to the contrary herein, nothing in this Agreement shall otherwise require the Company or any directors, officers, directors or officers or members of the Company (in such person’s capacity as a director or officer or members of the Company) (including, each without limitation, Sillerman in its capacity as a director, officer, or member of the Company, such capacities) to take any action, or to refrain from taking any action, to that the extent Board (or any Special Committee thereof) determines after consultation with counsel, would be inconsistent with or a breach of its or their fiduciary obligations under or contravene applicable law (as reasonably determined by them in good faith after consultation with legal counsel)law.
Appears in 1 contract
Samples: Restructuring Support Agreement (SFX Entertainment, INC)
Company Fiduciary Duties. (a) Nothing Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall otherwise require the Company or its subsidiaries or affiliates or any directors, officers, of its or members of the Company, each their respective directors or officers (in its such person’s capacity as a director, director or officer, or member of the Company, ) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with its or their such party’s fiduciary obligations under applicable law (as reasonably determined by them in good faith after consultation with legal counsel)law.
Appears in 1 contract
Company Fiduciary Duties. (a) Nothing Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall otherwise require the Company or any directorsof its respective affiliates, officerssubsidiaries, directors or members of the Company, each officers (in its such person’s capacity as a director, director or officer, or member of the Company, ) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with its or their fiduciary obligations under applicable law (as reasonably determined by them in good faith after consultation with legal counsel)law.
Appears in 1 contract
Samples: Transaction Support Agreement (FriendFinder Networks Inc.)