Duty. Notwithstanding the covenants of Stockholders contained in Sections 3 and 4, any Stockholder who is an officer or director of CT, only in his capacity as an officer or director of CT, may take any such action that is in furtherance of the exercise of his duties as an officer or director under Maryland law, and no such action in furtherance of the exercise of such duties shall be deemed to be a breach or violation of the covenants of such Stockholder contained in Sections 3 and 4 and the Stockholders shall not have any liability hereunder for any such action taken in his capacity as an officer and director of CT in furtherance of the exercise of such duties.
Appears in 9 contracts
Samples: Stockholder Approval Agreement (Citigroup Inc), Stockholder Approval Agreement (Citigroup Inc), Stockholder Approval Agreement (Citigroup Inc)
Duty. Notwithstanding the covenants of Stockholders Stockholder contained in Sections 3 and 4, any Stockholder who is an officer or director of CT, only in his capacity as an officer or director of CT, may take any such action that is in furtherance of the exercise of his duties as an officer or director under Maryland law, and no such action in furtherance of the exercise of such duties shall be deemed to be a breach or violation of the covenants of such Stockholder contained in Sections 3 and 4 and the Stockholders shall not have any liability hereunder for any such action taken in his capacity as an officer and director of CT in furtherance of the exercise of such duties.
Appears in 2 contracts
Samples: Stockholder Approval Agreement (Sz Investments LLC), Stockholder Approval Agreement (Citigroup Inc)
Duty. Notwithstanding the covenants of Stockholders Stockholder contained in Sections 3 and 4, any Stockholder who is an officer or director of CT, only in his capacity as an officer or director of CT, may take any such action that is in furtherance of the exercise of his duties as an officer or director under Maryland law, and no such action in furtherance of the exercise of such duties shall be deemed to be a breach or violation of the covenants of such Stockholder contained in Sections 3 and 4 and the Stockholders Stockholder shall not have any liability hereunder for any such action taken in his capacity as an officer and director of CT in furtherance of the exercise of such duties.
Appears in 2 contracts
Samples: Stockholder Approval Agreement (Sz Investments LLC), Stockholder Approval Agreement (Citigroup Inc)
Duty. Notwithstanding the covenants of Stockholders contained in Sections 3 and 4Section 2, any Stockholder who is an officer or director of CT, only in his capacity as an officer or director of CT, may take any such action that is in furtherance of the exercise of his duties as an officer or director under Maryland law, and no such action in furtherance of the exercise of such duties shall be deemed to be a breach or violation of the covenants of such Stockholder contained in Sections 3 and 4 Section 2 and the Stockholders shall not have any liability hereunder for any such action taken in his capacity as an officer and director of CT in furtherance of the exercise of such duties.
Appears in 1 contract
Samples: Stockholder Voting and Lock Up Agreement (Sz Investments LLC)