Fiduciary Duties of the Directors. Nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares and/or Convertible Securities reject or accept any Take-over Bid or take any other action including the commencement, prosecution, defence or settlement of any litigation and the solicitation of additional or alternative Take-over Bids or other proposals to shareholders that the directors believe are necessary or appropriate in the exercise of their fiduciary duties.
Fiduciary Duties of the Directors. For clarification it is understood that nothing contained in this Agreement shall be considered to affect the obligations of the Board of Directors to exercise their fiduciary duties. Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of the Voting Shares and/or Convertible Securities reject or accept any Take-over Bid or take any other action including the commencement, prosecution, defense or settlement of any litigation and the solicitation of additional or alternative Take-over Bids or other proposals to shareholders that the directors believe are necessary or appropriate in the exercise of their fiduciary duties.
Fiduciary Duties of the Directors. The Directors shall pursue the purposes of the Company set forth in Section 1.6 for the benefit of all Members. Each Director shall have fiduciary duties under the Act to all of the Members with Table of Contents respect to the business of the Company. The Parties intend that the fiduciary duties of each Director shall replicate as nearly as possible, except as expressly otherwise provided herein, those of a director of a corporation to its stockholders (treating the Members as stockholders for this purpose) under the Delaware General Corporation Law, as amended. A Director’s liability to the Company or its Members for breaches of fiduciary duty as a director shall be limited to the fullest extent permitted with respect to a director of a corporation by the Delaware General Corporation Law, as the same exists or to any greater extent that such law may in future from time to time permit. Notwithstanding anything herein to the contrary, there shall be no grounds or basis for assertion of liability by the Company or its Members against a Director for breaches of fiduciary duty as a director by reason of any act or omission performed or omitted by such Director with respect to the Licenses if such Director acts in good faith in the exercise of his or her reasonable business judgment in discharging his or her duties.
Fiduciary Duties of the Directors. (a) All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith pursuant to this Agreement shall not subject the Board of Directors to any liability to the holders of the Rights.
(b) Without limiting the generality of the foregoing, nothing contained herein shall be construed to suggest or imply that the Board of Directors shall not be entitled to recommend that holders of Voting Shares reject or accept any Take-over Bid or take any other action (including the commencement, prosecution, defence or settlement of any litigation and the submission of additional or alternative Take-over Bids or other proposals to the holders of Voting Shares) with respect to any Take-over Bid or otherwise that the Board of Directors believes is necessary or appropriate in the exercise of its fiduciary duties.
