Common use of Fiduciary Duties of the Holder Clause in Contracts

Fiduciary Duties of the Holder. Notwithstanding any provision of this Agreement to the contrary, if the Holder acts as a director or officer of the Corporation, the Holder shall not be limited or restricted in any way whatsoever in the exercise of his fiduciary duties or other legal obligations as a director or officer of the Corporation, including without limitation taking any action in such capacity that is permitted under the terms of the Acquisition Agreement (including, but not limited to, considering, responding to, participating in discussions regarding, negotiating, authorizing or causing the Corporation to accept or enter into any agreement, letter of intent, arrangement or understanding related to, an Acquisition Proposal and providing information to the party making such Acquisition Proposal in compliance with the Acquisition Agreement).