Common use of Directors’ Duties Clause in Contracts

Directors’ Duties. The parties hereto acknowledge that each Principal Shareholder is entering into this Agreement solely in his or her capacity as a shareholder of the Company and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require any Principal Shareholder, in his or her capacity as a director and/or officer of the Company and/or the Bank, as applicable, to act or fail to act in accordance with his or her fiduciary duties in such director and/or officer capacity. Furthermore, no Principal Shareholder makes any agreement or understanding herein in his or her capacity as a director and/or officer of the Company and/or the Bank. For the avoidance of doubt, nothing in this Section shall in any way limit, modify or abrogate any of the obligations of the Principal Shareholders hereunder to vote the shares of Company Class A Voting Common Stock owned by him or her in accordance with the terms of the Agreement and not to transfer any shares except as permitted by this Agreement.

Directors’ Duties. The parties hereto acknowledge that each Principal Shareholder is entering into this Agreement solely in his or her capacity as a shareholder of the Company Acquiror and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require any Principal Shareholder, in his or her capacity as a director and/or officer of the Company Acquiror and/or the Acquiror Bank, as applicable, to act or fail to act in accordance with his or her fiduciary duties in such director and/or officer capacity. Furthermore, no Principal Shareholder makes any agreement or understanding herein in his or her capacity as a director and/or officer of the Company Acquiror and/or the Acquiror Bank. For the avoidance of doubt, nothing in this Section shall in any way limit, modify or abrogate any of the obligations of the Principal Shareholders hereunder to vote the shares of Company Class A Voting Common Acquiror Stock owned by him or her in accordance with the terms of the Agreement and not to transfer any shares except as permitted by this Agreement.

Directors’ Duties. The parties hereto acknowledge that each Principal Shareholder Stockholder is entering into this Agreement solely in his or her capacity as a shareholder stockholder of the Company and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require any Principal ShareholderStockholder, in his or her capacity as a director and/or officer of the Company and/or the Company Bank, as applicable, to act or fail to act in accordance with his or her fiduciary duties in such director and/or officer capacity. Furthermore, no Principal Shareholder Stockholder makes any agreement or understanding herein in his or her capacity as a director and/or officer of the Company and/or the Company Bank. For the avoidance of doubt, nothing in this Section shall in any way limit, modify or abrogate any of the obligations of the Principal Shareholders Stockholders hereunder to vote the shares of Company Class A Voting Common Stock owned by him or her in accordance with the terms of the Agreement and not to transfer any shares except as permitted by this Agreement.

Directors’ Duties. The parties hereto acknowledge that each Principal Shareholder Stockholder is entering into this Agreement solely in his or her capacity as a shareholder stockholder of the Company and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require any Principal ShareholderStockholder, in his or her capacity as a director and/or officer of the Company and/or the Bank, as applicable, to act or fail to act in accordance with his or her fiduciary duties in such director and/or officer capacity. Furthermore, no Principal Shareholder Stockholder makes any agreement or understanding herein in his or her capacity as a director and/or officer of the Company and/or the Bank. For the avoidance of doubt, nothing in this Section shall in any way limit, modify or abrogate any of the obligations of the Principal Shareholders Stockholders hereunder to vote the shares of Company Class A Voting Common Stock owned by him or her in accordance with the terms of the Agreement and not to transfer any shares except as permitted by this Agreement.

Directors’ Duties. The parties hereto acknowledge that each Principal Shareholder is entering into this Agreement agreement solely in his or her capacity as a shareholder of the Company and, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require any Principal Shareholder, in his or her capacity as a director and/or officer of the Company and/or the Bank, as applicableCompany, to act or fail to act in accordance with his or her fiduciary duties in such director and/or officer capacity. Furthermore, no Principal Shareholder makes any agreement or understanding herein in his or her capacity as a director and/or officer of the Company and/or the BankCompany. For the avoidance of doubt, nothing in this Section shall in any way limit, modify or abrogate any of the obligations of the Principal Shareholders hereunder to vote the shares of Company Class A Voting Common Stock owned by him or her in accordance with the terms of the Agreement Agreement, except as required by such Principal Shareholder to discharge his or her duty as a director to the Company or the Bank, and not to transfer any shares except as permitted by this Agreement.

Directors’ Duties. The parties hereto acknowledge that each Principal Shareholder the stockholder is entering into this Agreement agreement solely in his or her or its capacity as a shareholder stockholder of the Company and, notwithstanding anything to the contrary in this Agreementagreement, nothing in this Agreement agreement is intended or shall be construed to require any Principal Shareholderstockholder, in his or her capacity as a director and/or officer of the Company and/or CNB Bank & Trust, N.A. (the “Bank, ”) as applicable, to act or fail to act in accordance with his or her fiduciary duties in such director and/or officer capacity. Furthermore, no Principal Shareholder makes stockholder does not make any agreement or understanding herein in his or her capacity as a director and/or officer of the Company and/or the Bank. For the avoidance of doubt, nothing in this Section shall in any way limit, modify or abrogate any of the obligations of the Principal Shareholders stockholder hereunder to vote the shares of Company Class A Voting Common Stock owned by him or her in accordance with the terms of the Agreement agreement and not to transfer any shares except as permitted by this Agreement.