Common use of Fiduciary Duties Clause in Contracts

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Shareholder makes no agreement or understanding herein in any capacity other than in his capacity as a record holder and beneficial owner of Covered Shares and (b) nothing herein shall be construed to limit or affect any action or inaction by the Shareholder acting in his capacity as a director or officer of Company in a manner consistent with the Merger Agreement.

Appears in 15 contracts

Samples: Voting Agreement (Alkaloida Chemical CO Exclusive Group Ltd.), Voting Agreement (Alkaloida Chemical CO Exclusive Group Ltd.), Voting Agreement (Alkaloida Chemical CO Exclusive Group Ltd.)

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Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Shareholder Stockholder makes no agreement or understanding herein in any capacity other than in his Stockholder’s capacity as a record holder and beneficial owner of Covered Shares and Securities, (b) nothing herein shall be construed to limit or affect any action or inaction by Stockholder in his capacity as a director or officer of the Shareholder Company, and (c) Stockholder shall have no liability to SunTrust or any of its affiliates under this Agreement or otherwise as a result of any action or inaction by Stockholder acting in his capacity as a director or officer of Company in a manner consistent with the Merger AgreementCompany.

Appears in 13 contracts

Samples: Voting Agreement (Suntrust Banks Inc), Voting Agreement (Suntrust Banks Inc), Voting Agreement (Suntrust Banks Inc)

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Shareholder Stockholder makes no agreement or understanding herein in any capacity other than in his Stockholder’s capacity as a record holder and beneficial owner of Covered Shares Securities, and (b) nothing herein shall will be construed to limit or affect any action or inaction by Stockholder or any Representative of Stockholder, as applicable, serving on the Shareholder Company Board of Directors or as an officer or fiduciary of the Company, acting in his such person’s capacity as a director director, officer or officer fiduciary of Company in a manner consistent with the Merger AgreementCompany.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Ambit Biosciences Corp), Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Trius Therapeutics Inc)

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the no Shareholder makes no any agreement or understanding herein in any capacity other than in his such Shareholder’s capacity as a record holder and beneficial owner and/or Beneficial Owner of Covered Shares and (b) nothing herein shall be construed to limit or affect any action or inaction by the any Shareholder acting in his such Shareholder’s capacity as a director or officer of the Company in a manner consistent with the Merger Agreement.

Appears in 2 contracts

Samples: Voting and Support Agreement (Stewart Enterprises Inc), Voting and Support Agreement (Service Corporation International)

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Shareholder makes Stockholders make no agreement or understanding herein in any capacity other than in his their capacity as a record holder and and/or beneficial owner of Covered Shares and (b) nothing herein shall be construed to limit or affect any action or inaction by the Shareholder Dx. Xxxxx acting in his capacity as a director or officer of the Company in a manner consistent with the Merger Securities Purchase Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Norsk Hydro a S A), Voting Agreement (Ascent Solar Technologies, Inc.)

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Shareholder Stockholder makes no agreement or understanding herein in any capacity other than in his capacity as a record holder and beneficial owner of Covered Shares and (b) nothing herein shall be construed to limit or affect any action or inaction by the Shareholder Stockholder acting in his capacity as a director or officer of Company Parent in a manner consistent with the Merger Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Boston Scientific Corp), Voting Agreement (Guidant Corp)

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Shareholder Stockholder makes no agreement or understanding herein in any capacity other than in his their capacity as a record holder and and/or beneficial owner of Covered Shares and (b) nothing herein shall be construed to limit or affect any action or inaction by the Shareholder Hans Olav Kvalvaag acting in his capacity as a director or officer of the Company in a manner consistent with the Merger Securities Purchase Agreement.

Appears in 1 contract

Samples: Voting Agreement (Ascent Solar Technologies, Inc.)

Fiduciary Duties. Notwithstanding anything in this Agreement herein to the contrary: (a) the , Shareholder makes no agreement or understanding herein in any capacity other than in his capacity as a record holder and beneficial owner of Covered Shares and (b) nothing herein shall be construed to limit or affect any action or inaction by the Shareholder acting in his capacity as a director or officer of the Company or Seller, and the agreements set forth herein shall in no way restrict Shareholder in the exercise of his fiduciary duties as a manner consistent with director or officer of the Merger AgreementCompany or Seller or limit or affect any actions taken by Shareholder in his capacity as an officer or director of the Company or Seller. Shareholder has executed this Agreement solely in his capacity as the record and/or beneficial holder of Shares.

Appears in 1 contract

Samples: Voting Agreement (Technest Holdings Inc)

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Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Shareholder makes no agreement or understanding herein in any capacity other than in his Shareholder's capacity as a record holder and beneficial owner of Covered Shares Securities, and (b) nothing herein shall be construed to limit or affect any action or inaction by the Shareholder or any Representative of Shareholder, as applicable, serving on the Company's Board of Directors or as an officer of the Company, acting in his such person's capacity as a director director, officer or officer fiduciary of Company in a manner consistent with the Merger AgreementCompany.

Appears in 1 contract

Samples: Voting Agreement (Nobel Learning Communities Inc)

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Shareholder Stockholder makes no agreement or understanding herein in any capacity other than in his Stockholder’s capacity as a record holder and beneficial owner of Covered Shares Company Securities, and (b) nothing herein shall will be construed to limit or affect any action or inaction by Stockholder or any Representative of Stockholder, as applicable, serving on the Shareholder Company Board of Directors or as an officer or fiduciary of the Company, acting in his such person’s capacity as a director director, officer or officer fiduciary of Company in a manner consistent with the Merger AgreementCompany.

Appears in 1 contract

Samples: Support Agreement (MACOM Technology Solutions Holdings, Inc.)

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: , (a) the Shareholder no Stockholder makes no any agreement or understanding herein in any capacity other than in his its capacity as a record holder and beneficial owner or Beneficial Owner of Covered Shares and (b) nothing herein shall be construed to limit or affect any action or inaction by the Shareholder any Affiliate, officer, director or direct or indirect equityholder of any Stockholder acting in his or her capacity as a director or officer of Company in a manner consistent with the Merger AgreementGevity.

Appears in 1 contract

Samples: Voting and Support Agreement (Trinet Group Inc)

Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary: (a) the Shareholder Stockholder makes no agreement or understanding herein in any capacity other than in his the Stockholder’s capacity as a record holder and beneficial owner of Covered Shares its Subject Shares, and (b) nothing herein shall will be construed to limit or affect any action or inaction by the Shareholder acting Stockholder (or a designee of such Stockholder) in his such person’s capacity as a an officer or director or officer of the Company in a manner consistent connection with this Agreement, the Merger Agreement or otherwise, and such actions shall not be deemed to be a breach of this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Iomai Corp)

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