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 (Learning Co Inc), Merger Agreement (Yesmail Com Inc), Merger Agreement (Adforce 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 (Trilogy, 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 5 contracts
Samples: Merger Agreement (Cmgi Inc), 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 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), Merger Agreement (Insightful Corp), Voting Agreement (Insightful Corp)
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 (Axonyx Inc), Company Voting Agreement (Inhibitex, Inc.), Voting Agreement (Fermavir 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 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), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Merger Agreement (Entropic Communications 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 (LNR Property Corp), Voting Agreement (Mfa Limited Partnership), Voting Agreement (Elevon Inc)
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: Voting Agreement (Miller Douglas H), Stock Purchase Agreement (Miller Douglas H), Voting Agreement (Infinium Software 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 (Keane, Inc.), Stockholder Voting Agreement (Empire Resorts 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 Support Agreement (Mattel Inc /De/), Stockholder Agreement (Cmgi Inc)
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 ’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 (E Piphany Inc), Voting Agreement (Ssa Global Technologies, Inc)
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 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 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 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 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 Stockholder is signing this Agreement solely in such Stockholder's capacity as an the beneficial owner of hisSubject Shares and, her or its respective Sharesnotwithstanding anything herein to the contrary, and nothing contained herein shall prohibit, prevent limit or preclude affect any actions taken by such Stockholder from taking or not taking any action designee of such Stockholder in his or her capacity capacity, if any, as an officer or director of the Company, Combined Company or any of its subsidiaries 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 1 contract
Samples: Stockholder and Board Composition Agreement (Interstate Hotels & Resorts Inc)
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 ’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 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 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 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 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 ’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 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 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 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 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 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 ’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 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 capacity as an the beneficial owner of his, her or its respective Shares, Shares and New 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 CompanyCompany and none of such actions in any such capacity shall be deemed to constitute a breach of this Agreement; PROVIDED, to the extent permitted by the Merger HOWEVER, that nothing in this Section 11 shall affect such Stockholder's obligations as a beneficial owner of Shares set forth in this Agreement.
Appears in 1 contract
Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an the beneficial owner of hisSubject Shares and, her or its respective Sharesnotwithstanding anything herein to the contrary, and nothing contained herein shall prohibit, prevent limit or preclude affect any actions taken by such Stockholder from taking or not taking any action designee of such Stockholder in his or her capacity capacity, if any, as an officer or director of the Company, MeriStar or any of its Subsidiaries 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 1 contract
Samples: Stockholder Voting Agreement (Meristar Hotels & Resorts 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 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 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 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 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 the beneficial owner of hisSubject Securities and, her or its respective Sharesnotwithstanding anything herein to the contrary, and nothing contained herein shall prohibit, prevent limit or preclude affect any actions taken by such Stockholder from taking or not taking any action designee of such Stockholder in his or her capacity capacity, if any, as an officer or director of the Company, Company or any of its Subsidiaries 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 1 contract
Samples: Stockholder Voting and Conversion Agreement (Meristar Hotels & Resorts 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 ’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 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 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