Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 14 contracts
Samples: Merger Agreement (Adforce Inc), Merger Agreement (Yesmail Com Inc), Merger Agreement (Learning Co Inc)
Fiduciary Duties. Each Stockholder The Shareholder is signing this Agreement solely in such Stockholder's Shareholder’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 8 contracts
Samples: Shareholder Agreement (Essilor International /Fi), Shareholder Agreement (Costa Inc), Shareholder Agreement (Costa Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 5 contracts
Samples: Stockholder Agreement (Skyworks Solutions, Inc.), Stockholder Agreement (Advanced Analogic Technologies Inc), Stockholder Agreement (Gensym Corp)
Fiduciary Duties. Each Stockholder is signing this Agreement ---------------- solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 5 contracts
Samples: Merger Agreement (Cmgi Inc), Stockholder Agreement (Prodigy Communications Corp), Stockholder Support Agreement (Mattel Inc /De/)
Fiduciary Duties. Each Stockholder The Shareholder is signing this Agreement solely in such Stockholder's Shareholder’s capacity as an owner of his, her or its his respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Teledyne Technologies Inc), Merger Agreement (Bolt Technology Corp), Shareholder Agreement (Teledyne Technologies Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall affect, limit, prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanyInsightful, to the extent permitted by the Merger Agreement.
Appears in 4 contracts
Samples: Voting Agreement (Insightful Corp), Voting Agreement (Insightful Corp), Voting Agreement (Meshberg Samuel)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective SharesSubject Securities, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 3 contracts
Samples: Voting Agreement (Fermavir Pharmaceuticals, Inc.), Voting Agreement (Axonyx Inc), Company Voting Agreement (Inhibitex, Inc.)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Keane, Inc.), Stockholder Voting Agreement (Empire Resorts Inc), Stockholder Voting Agreement (Keane, Inc.)
Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.. Subject to the foregoing sentence, the Stockholder agrees, solely in his, her or its capacity as a Stockholder to comply with Section 6.1 of the Merger Agreement
Appears in 3 contracts
Samples: Merger Agreement (Brooktrout Inc), Merger Agreement (Brooktrout Inc), Stockholder Voting Agreement (EAS Holdings, LLC)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective SharesSecurities, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Miller Douglas H), Voting Agreement (Miller Douglas H), Voting Agreement (Infinium Software Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Subject Shares, and nothing herein shall prohibit, prevent or preclude such individual Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 3 contracts
Samples: Voting Agreement (Mfa Limited Partnership), Voting Agreement (LNR Property Corp), Voting Agreement (Elevon Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Sharessuch Stockholder’s Subject Securities, and nothing herein in this Agreement shall prohibit, prevent or preclude such Stockholder or its Representatives from taking or not taking any action in his or her its capacity as an officer or director of the CompanyCompany (including, pursuant to the extent permitted by Section 4.4 or 5.3(b) of the Merger Agreement, any withholding, amendment, withdrawal or modification of the recommendation by the board of directors to adopt the Merger Agreement and approve the Merger).
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Merger Agreement (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Sharessuch Stockholder’s Subject Securities, and nothing herein in this Agreement shall prohibit, prevent or preclude such Stockholder or its Representatives from taking or not taking any action in his or her its capacity as an officer or director of the CompanyParent (including, pursuant to the extent permitted by Section 4.4 or 5.3(f) of the Merger Agreement, any withholding, amendment, withdrawal or modification of the recommendation by the board of directors to adopt the Merger Agreement and approve the Merger).
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Merger Agreement (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, his or her or its respective Subject Shares, and nothing herein shall prohibit, prevent or preclude such individual Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Ssa Global Technologies, Inc), Voting Agreement (E Piphany Inc)
Fiduciary Duties. Each Stockholder is signing this ---------------- Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Stockholder Agreement (Cmgi Inc), Stockholder Support Agreement (Mattel Inc /De/)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Merger Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Lock Up Agreement (Celunol Corp), Lock Up Agreement (Diversa Corp)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an a beneficial owner of histhe Stockholder's Seller Securities, her and, to the extent that such Stockholder (or its respective Sharesan officer or director of such Stockholder) is a director or officer of Seller, and nothing herein shall prohibit, prevent or preclude such officer or director of Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanySeller, to the extent permitted by the Merger Purchase Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Rho Capital Partners Inc), Voting Agreement (Nitromed Inc)
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such StockholderShareholder's capacity as an owner of his, his or her or its respective Subject Shares, and nothing herein shall limit, prohibit, prevent or preclude such Stockholder individual Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Securities Purchase Agreement.
Appears in 2 contracts
Samples: Voting Agreement (CMBP II (Cayman) Ltd.), Voting Agreement (Scottish Re Group LTD)
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such StockholderShareholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Shareholder Voting Agreement (Divine Inc), Shareholder Voting Agreement (Divine Inc)
Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such the Stockholder's capacity as an owner of his, her or its respective Subject Shares, and nothing herein shall prohibit, prevent or preclude such the Stockholder from taking or not taking any action in his or her capacity the exercise of such Stockholder's fiduciary duties as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Netegrity Inc), Stockholder Agreement (Pequot Capital Management Inc)
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such StockholderShareholder's capacity as an owner of his, her or its his respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Star Services Group Inc), Voting Agreement (Visual Data Corp)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an the beneficial owner of his, her or its respective Shares, Subject Shares and nothing contained herein shall prohibit, prevent limit or preclude affect any actions taken by such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, Company and none of such actions in any such capacity shall be deemed to the extent permitted by the Merger constitute a breach of this Agreement.
Appears in 2 contracts
Samples: Tender, Voting and Option Agreement (Bordeaux Acquisition Corp), Tender, Voting and Option Agreement (TPG Partners Lp)
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such Stockholder's Shareholder’s capacity as an owner of his, her or its such Shareholder’s respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her such Shareholder’s capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Pinnacle Systems Inc), Voting Agreement (Avid Technology Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Parent Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Lock Up Agreement (Rho Capital Partners Inc), Lock Up Agreement (Rho Capital Partners Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective SharesSubject Securities, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanyParent, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Parent Voting Agreement (Inhibitex, Inc.), Parent Voting Agreement (Fermavir Pharmaceuticals, Inc.)
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such StockholderShareholder's capacity as an owner of his, her or its respective Subject Shares, and nothing herein in this Agreement shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his his, her or her its capacity as an officer or of director of the Company, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Voting and Support Agreement (Lancer Corp /Tx/), Voting and Support Agreement (Lancer Corp /Tx/)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent including any actions or inactions permitted by under the Merger Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Optio Software Inc), Voting Agreement (Bottomline Technologies Inc /De/)
Fiduciary Duties. Each Major Stockholder is signing this Agreement solely in such Major Stockholder's ’s capacity as an owner of his, her or its respective SharesSubject Securities, and nothing herein shall prohibit, prevent or preclude such Major Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanyParent, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Celunol Corp), Voting Agreement (Diversa Corp)
Fiduciary Duties. Each The parties acknowledge and agree that Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Ade Corp), Merger Agreement (Kla Tencor Corp)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanySkillSoft, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Stockholder Voting Agreement (Skillsoft Corp), Stockholder Voting Agreement (Smartforce Public LTD Co)
Fiduciary Duties. Each Stockholder Notwithstanding anything in this Agreement, each Shareholder is signing this Agreement solely in such Stockholder's Shareholder’s capacity as an owner of his, her or its such Shareholder’s respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her such Shareholder’s capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Valley National Gases Inc), Voting Agreement (VNG Acquisition Inc.)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Parent Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Lock Up Agreement (Celunol Corp), Lock Up Agreement (Diversa Corp)
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement Agreement, notwithstanding anything to the contrary contained herein, solely in such Stockholder's Shareholder’s capacity as an owner of his, her or its respective Subject Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder individual Shareholder from taking or not taking any action in his or her capacity as an officer or a director of the Company, to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Continucare Corp), Voting Agreement (Metropolitan Health Networks Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its such Stockholder’s respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her such Stockholder’s capacity as an officer or director of the Company, Buyer to the extent permitted by the Merger Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Avid Technology Inc), Voting Agreement (Pinnacle Systems Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall be deemed to constitute an agreement or understanding by such Stockholder in his or her capacity as a director or officer of the Company or shall limit, prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent including any actions or inactions permitted by under the Merger Agreement.
Appears in 1 contract
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder or its designee from taking or not taking any action in his or her its capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Sharessuch Stockholder’s Subject Securities, and nothing herein in this Agreement shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her such Stockholder’s capacity as an officer or director of the CompanyCompany (including any withholding, to amendment, withdrawal or modification of the extent permitted recommendation by the Merger Agreementboard of directors to adopt the APA and approve the Asset Purchase).
Appears in 1 contract
Samples: Asset Purchase Agreement (Cardium Therapeutics, Inc.)
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such Stockholder's Shareholder’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Purchase Agreement.
Appears in 1 contract
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an a beneficial owner of histhe Stockholder’s Seller Securities, her and, to the extent that such Stockholder (or its respective Sharesan officer or director of such Stockholder) is a director or officer of Seller, and nothing herein shall prohibit, prevent or preclude such officer or director of Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanySeller, to the extent permitted by the Merger Purchase Agreement.
Appears in 1 contract
Samples: Voting Agreement (Nitromed Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an the owner of his, her or its respective Sharesthe Subject Securities, and nothing herein in this Agreement shall prohibit, prevent or preclude such Stockholder or Stockholder’s representatives from taking or not taking any action in his or her Stockholder’s capacity as an officer or a director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Favrille Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall affect, limit, prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanySaturn, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Warburg Pincus Private Equity Viii L P)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Merger Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Lock Up Agreement (Advent International Corp Et Al)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its such Stockholder's respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her such Stockholder's capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement, or as an officer or a director of any third party.
Appears in 1 contract
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanyCompany (as applicable) or as a trustee, to the extent permitted by the Merger Acquisition Agreement.
Appears in 1 contract
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such StockholderShareholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement, as determined by such Shareholder in good faith after consultation with and advice from outside counsel to the Company.
Appears in 1 contract
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Subject Shares, and nothing herein shall prohibit, prevent or preclude such individual Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Elevon Inc)
Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its his respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Goamerica Inc)
Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such the Stockholder's ’s capacity as an owner of his, her or its respective Subject Shares, and nothing herein shall prohibit, prevent or preclude such the Stockholder from taking or not taking any action in his or her capacity the exercise of such Stockholder’s fiduciary duties as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Stockholder Agreement (Computer Associates International Inc)
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such StockholderShareholder's capacity as an owner of his, her or its such Shareholder's respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her such Shareholder's capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement, or as an officer or a director of any third party.
Appears in 1 contract
Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such the Stockholder's capacity as an owner of his, her or /her/its respective SharesSecurities, and nothing herein shall prohibit, prevent or preclude such the Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Stockholder Agreement (Alcatel)
Fiduciary Duties. Each Stockholder is signing this Agreement Agreement, notwithstanding anything to the contrary contained herein, solely in such Stockholder's ’s capacity as an owner of his, her or its respective Subject Shares, and nothing herein shall prohibit, prevent or preclude such individual Stockholder from taking or not taking any action in his or her capacity as an officer or a director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such Stockholderstockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action action, as required by applicable law in his his, her or her its capacity as an officer or director of the Company, to the extent permitted by the Merger AgreementRazor.
Appears in 1 contract
Samples: Merger Agreement (Vaxgen Inc)
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such Stockholder's Shareholder’s capacity as an owner a holder of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to Company as contemplated in the extent permitted by the Merger Purchase Agreement.
Appears in 1 contract
Fiduciary Duties. Each Major Stockholder is signing this Agreement solely in such Major Stockholder's capacity as an owner of his, her or its respective SharesSubject Securities, and nothing herein shall prohibit, prevent or preclude such Major Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanyParent, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanySkillSoft, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Stockholder Voting Agreement (Smartforce Public LTD Co)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger AgreementGTI.
Appears in 1 contract
Samples: Stockholder Voting Agreement (Greenman Technologies Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Reorganization Agreement.
Appears in 1 contract
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such Stockholder's Shareholder’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her capacity as an officer or director of the CompanySmartForce, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Shareholder Voting Agreement (Smartforce Public LTD Co)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement. No provision of this agreement shall prevent an officer or director from continuing to serve as a director of the Company.
Appears in 1 contract
Samples: Stockholder Agreement (Genaissance Pharmaceuticals Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder (or a designee of such Stockholder) from taking or not taking any action in his or her its capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Stockholder Voting Agreement (Suncom Wireless Holdings, Inc.)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective SharesShares or as trustee of a voting trust, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall affect, limit, prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanyNova, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Scansoft Inc)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, including any vote that such individual may make as a director of the Company with respect to any matter presented to the extent permitted Board of the Company. No such action take by such Stockholder in his or her capacity as a director or officer of the Merger Company shall be deemed to constitute a breach of any provision of this Agreement.
Appears in 1 contract
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement, or in any other capacity including without limitation as a party to any agreement with the Company or Parent.
Appears in 1 contract
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such StockholderShareholder's capacity as an owner of his, her her, or its respective Shares, and nothing herein shall prohibit, prevent prevent, or preclude such Stockholder Shareholder from taking or not taking any action in his or her capacity as an officer or director of Company (it being understood that the Company, to the extent permitted by the Merger AgreementCombination Agreement may prohibit or restrict such action).
Appears in 1 contract
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such Stockholder's Shareholder’s capacity as an owner of his, her or its respective Subject Shares, and nothing herein in this Agreement shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his his, her or her its capacity as an officer or of director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Voting and Support Agreement (Hoshizaki America, Inc.)
Fiduciary Duties. Each Major Stockholder is signing this Agreement solely in such Major Stockholder's ’s capacity as an owner of his, her or its respective SharesSubject Securities, and nothing herein shall prohibit, prevent or preclude such Major Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Diversa Corp)
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such Stockholder's Shareholder’s capacity as an owner of his, her or its such Shareholder’s respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her such Shareholder’s capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement, or as an officer or a director of any third party.
Appears in 1 contract
Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective his Shares, and nothing herein shall prohibit, prevent or preclude such the Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Bowne & Co Inc)
Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement ---------------- solely in such StockholderShareholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder or its affiliate from taking or not taking any action in his or her capacity as an officer or director of the Company, including the recommendation of the Merger Agreement, to the extent permitted by not in breach of the Merger Agreement.
Appears in 1 contract
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its his respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such the Stockholder's ’s capacity as an owner of his, her or its respective SharesShares and/or Company Equity Awards, and notwithstanding anything to the contrary set forth herein, nothing herein shall prohibit, prevent or preclude such the Stockholder (and, if applicable, the Stockholder’s officers, directors, employees, representatives and agents) from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.
Appears in 1 contract
Samples: Merger Agreement (Ophthotech Corp.)
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its such Stockholder’s respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her such Stockholder’s capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement, or as an officer or a director of any third party.
Appears in 1 contract
Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.. Subject to the foregoing sentence, the Stockholder agrees, solely in his, her or its capacity as a Stockholder to comply with Section 6.1 of the Merger Agreement
Appears in 1 contract