DIRECTORS' FIDUCIARY DUTIES. Notwithstanding anything herein to the contrary, nothing set forth herein shall in any way restrict any director, officer or employee in the exercise of his fiduciary or other duties as a director, officer or employee of the Company.
DIRECTORS' FIDUCIARY DUTIES. Notwithstanding any other term of this Agreement, it is recognized by the Parties that the Directors of IONA are required to fulfill their fiduciary duties and that circumstances could arise (whether before or after the Court Meeting) where the Directors of IONA are advised that compliance by IONA with provisions of this Agreement could lead to a breach by them of those fiduciary duties. In such circumstances, IONA shall, subject to Section 6.8 of this Agreement, be entitled to withdraw the Scheme Recommendation and terminate this Agreement pursuant to Section 10.1(a)(iii).
DIRECTORS' FIDUCIARY DUTIES. 10.(a) For the continuance of his employment hereunder the Director shall unless prevented by ill-health diligently devote his whole time attention and ability to the business of the Company and shall do all in his power to promote develop and extend the business and reputation of the Company and any Affiliate and shall at all times and in all respects conform to and comply with the directions and regulations made by the Board and also shall not without the previous consent of the Company in writing under the hand of a director duly authorised by a Resolution of the Board:-
DIRECTORS' FIDUCIARY DUTIES. Notwithstanding any other provision contained in this Agreement, the Parties acknowledge and agree that no Director will be required to take any action that in such Director’s judgment would be inconsistent with such Director’s fiduciary duties under applicable law.
DIRECTORS' FIDUCIARY DUTIES. Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self- dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation. As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company — a duty to act in good faith in the best interests of the company, a duty not to make a personal profit based on his position as director (unless the company permits him to do so), a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the ...
DIRECTORS' FIDUCIARY DUTIES. Nothing in this Section 3 shall prevent the Company or the Management Board from:
DIRECTORS' FIDUCIARY DUTIES. The MIT Stockholder signs solely in his, her or its capacity as the party entitled to dispose of or vote the Subject Shares. Notwithstanding anything herein to the contrary, nothing set forth herein shall in any way restrict any director, officer or employee in the exercise of his or her fiduciary or other duties as a director, officer or employee of MIT, provided the foregoing does not allow the MIT Stockholder to breach this Agreement.
DIRECTORS' FIDUCIARY DUTIES. The directors of EFI have taken all action required by them to fulfill their fiduciary duties to the EFI shareholders under Pennsylvania law. (yy) DERIVATIVES. Except as disclosed on Schedule 4(yy) hereto, EFI does not own or hold any derivatives, including SWAPs, "caps", or "floors".
DIRECTORS' FIDUCIARY DUTIES. AHM Stockholder signs solely in his, her or its capacity as the party entitled to dispose of or vote the Subject Shares. Notwithstanding anything herein to the contrary, nothing set forth herein shall in any way restrict any director, officer or employee in the exercise of his or her fiduciary or other duties as a director, officer or employee of AHM, provided the foregoing does not allow AHM Stockholder to breach this Agreement. [Signature page follows.]
DIRECTORS' FIDUCIARY DUTIES. The Stockholder makes no agreement or undertaking as a director or officer of the Company. The Stockholder signs solely in his capacity as a record and beneficial owner of the Owned Shares and nothing herein shall limit or affect in any way any actions taken in his capacity as an officer or director. Notwithstanding anything herein to the contrary, nothing set forth herein shall in any way restrict any director, officer or employee in the exercise of his fiduciary or other duties as a director, officer or employee of the Company.
