Common use of No Agreement as a Director or Officer Clause in Contracts

No Agreement as a Director or Officer. No Shareholder makes any agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company or any of its subsidiaries (if a Shareholder holds such office), and nothing in this Agreement: (i) will limit or affect any actions or omissions taken by a Shareholder in such Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict a Shareholder from exercising such Shareholder’s fiduciary duties as an officer or director to the Company or its stockholders.

Appears in 2 contracts

Samples: Voting Agreement and Irrevocable Proxy (Privet Fund LP), Voting Agreement and Irrevocable Proxy (Material Sciences Corp)

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No Agreement as a Director or Officer. No Shareholder makes any no agreement or understanding in this Agreement in Shareholder’s capacity as a director or officer of the Company or any of its subsidiaries (if a Shareholder holds such office), and nothing in this Agreement: (i) will limit or affect any actions or omissions taken by a Shareholder in such Shareholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict a Shareholder from exercising such Shareholder’s fiduciary duties as an officer or director to the Company or its stockholders.

Appears in 1 contract

Samples: Voting Agreement and Irrevocable Proxy (Material Sciences Corp)

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No Agreement as a Director or Officer. No Shareholder makes any agreement or understanding in this Agreement in such Shareholder’s capacity as a director or officer of the Company or any of its subsidiaries (if a such Shareholder holds such office), and nothing in this Agreement: (ia) will limit or affect any actions or omissions taken by a such Shareholder in such Shareholder’s his or her capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement ; or (b) will be construed to prohibit, limit limit, or restrict a such Shareholder from exercising such Shareholder’s fiduciary duties as an officer or director to the Company or its stockholdersCompany.

Appears in 1 contract

Samples: Voting and Support Agreement (PRGX Global, Inc.)

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