No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its capacity as such a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict the Stockholder from exercising its fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 13 contracts
Samples: Securities Exchange Agreement (Velo3D, Inc.), Securities Purchase Agreement (Velo3D, Inc.), Securities Purchase Agreement (Velo3D, Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 6 contracts
Samples: Voting Agreement (EnerJex Resources, Inc.), Voting Agreement (Zimmerman Bernard & Co Inc), Voting Agreement (Farrar Frederick L)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder's capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder's capacity as such a director or officer, including in exercising rights under the Purchase Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder's fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 5 contracts
Samples: Series C Preferred Stock and Warrant Purchase Agreement (VirtualScopics, Inc.), Voting Agreement (VirtualScopics, Inc.), Voting Agreement (VirtualScopics, Inc.)
No Agreement as Director or Officer. The Stockholder makes Stockholders make no agreement or understanding in this Agreement in its capacity their capacities as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the a Stockholder in its his or her capacity as such a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict the a Stockholder from exercising its the Stockholder’s fiduciary duties as an officer or director to the Company or its stockholdersCompany.
Appears in 4 contracts
Samples: Voting Agreement (Azim Syed Sabahat), Voting Agreement (Pylypiv Mariya), Voting Agreement (Bray Jeffery Rex)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder's capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder'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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder's fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 4 contracts
Samples: Voting Agreement (Frischs Restaurants Inc), Voting Agreement (Frischs Restaurants Inc), Voting Agreement (Blast Energy Services, Inc.)
No Agreement as Director or Officer. The Each Stockholder makes no agreement or understanding hereby agrees that nothing in this Agreement in its capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the any Stockholder in its his capacity as such a director or officerofficer of the Corporation, and no such actions or omissions shall be deemed a breach of this Agreement; Agreement or (b) will be construed to prohibit, limit, limit or restrict the any Stockholder from exercising its such Stockholder’s fiduciary duties as an officer or director to of the Company Corporation or any of its subsidiaries or their respective stockholders.
Appears in 4 contracts
Samples: Voting Agreement (C MEDIA LTD), Voting Agreement (McMahon Shane), Voting Agreement (C MEDIA LTD)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries or as a designator, employer or affiliate of any director or officer of the Company or any of its subsidiaries (if the Stockholder Stockholder’s designee, employee or affiliate holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the any designee, employee or affiliate of Stockholder in its capacity as such a director or officer, including in exercising rights under the Investment Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; Agreement or (b) will be construed to prohibit, limit, limit or restrict the any designee, employee or affiliate of Stockholder from exercising its his or her fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 3 contracts
Samples: Voting Agreement (Oep Vii Gp, L.L.C.), Voting Agreement (BlueMountain Capital Management, LLC), Voting Agreement (Flynn James E)
No Agreement as Director or Officer. The Each Stockholder makes no agreement or understanding in this Agreement in its the Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its the Stockholder’s capacity as such a director or officer, including in exercising rights under the APA or any other documentation entered into in connection with the Contemplated Transactions or in connection with the Contemplated Transactions, and no such actions or omissions shall be deemed a breach of this Agreement; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its the Stockholder’s fiduciary duties duties, if any, as an officer or director to the Company or its stockholders.
Appears in 3 contracts
Samples: Voting Agreement (Palmer John N), Voting Agreement (Ladin William E Jr), Voting Agreement (Internet America Inc)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries Subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its capacity as such a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) Agreement will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders, if applicable.
Appears in 2 contracts
Samples: Support Agreement (Trans World Corp), Support Agreement (Cyalume Technologies Holdings, Inc.)
No Agreement as Director or Officer. The No Stockholder makes no any agreement or understanding in this Agreement in its capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the a Stockholder in its 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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 2 contracts
Samples: Shareholder Agreement (Lime Energy Co.), Shareholder and Investor Rights Agreement (Lime Energy Co.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders. Parent shall not assert any claim that any action taken by a Stockholder or any of its Affiliates in its capacity as a director of the Company violates any provision of this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Starboard Value LP), Voting Agreement (Wausau Paper Corp.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’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 the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 2 contracts
Samples: Voting Agreement (Torotel Inc), Voting Agreement (Torotel Inc)
No Agreement as Director or Officer. The No Stockholder makes no any agreement or understanding in this Agreement in its such Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the such Stockholder holds such office), and nothing in this Agreement: (a) Agreement will limit or affect any actions or omissions taken by the a Stockholder in its Stockholder’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 the Stockholder from exercising its fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 2 contracts
Samples: Voting Agreement (Western Liberty Bancorp), Voting Agreement (Western Liberty Bancorp)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its the Stockholder’s capacity as a director or officer of the Company Buyer or any of its subsidiaries Subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its capacity as such a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict the Stockholder from exercising its fiduciary duties as an officer or director to the Company Buyer or its stockholders.
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries Subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company Predix or any of its subsidiaries (if the Stockholder holds such office)subsidiaries, and nothing in this Agreement: (a) Agreement will limit or affect any actions or omissions taken by the Stockholder in its Stockholder’s capacity as such a director or officerofficer of Predix or any of its subsidiaries 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 the Stockholder from exercising its fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
No Agreement as Director or Officer. The This Agreement is being entered into by Stockholder solely in his capacity as the record holder and beneficial owner of the Shares, Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’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 the Stockholder from exercising its fiduciary duties as an officer or director to the Company or its stockholders.Agreement or
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder's capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its Stockholder's capacity as such a director or officer, officer and no such actions or omissions shall be deemed a breach of this Agreement; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder's fiduciary duties as an officer or director to the Company or its stockholdersCompany.
Appears in 1 contract
Samples: Voting Agreement (Health Revenue Assurance Holdings, Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (ai) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’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 (bii) will be construed to prohibit, limit, or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
Samples: Voting and Support Agreement (Wynnefield Partners Small Cap Value Lp I)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder's capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder's capacity as such a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder's fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company Parent or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its Stockholder’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 the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company Parent or its stockholders.
Appears in 1 contract
Samples: Merger Agreement (Inotiv, Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its Stockholder’s capacity as such a director or officer, officer and no such actions or omissions shall be deemed a breach of this Agreement; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholdersCompany.
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office)subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
Samples: Voting Agreement (Metalico Inc)
No Agreement as Director or Officer. The Each Stockholder makes no agreement or understanding in this Agreement in its such Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the such Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the any Stockholder in its capacity as such a director or officerofficer of the Company or any of its subsidiaries, and no such actions or omissions shall be deemed a breach of this Agreement; Agreement or (b) will be construed to prohibit, limit, limit or restrict the any Stockholder from exercising its such Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
Samples: Voting Agreement (Bair Brian)
No Agreement as Director or Officer. The Each Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company Parent or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its Stockholder’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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company Parent or its stockholders.
Appears in 1 contract
Samples: Voting Agreement (Globalstar, Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company Seller or any of its subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’s capacity as such a director or officer, including in exercising rights under the Purchase Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company Seller or its stockholders.
Appears in 1 contract
Samples: Voting Agreement (Mediabistro Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds any such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its his or her capacity as such a director or officer, including in exercising rights under the Purchase 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 the Stockholder from exercising its his or her fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
No Agreement as Director or Officer. The No Stockholder makes no any agreement or understanding in this Agreement in its any Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries Subsidiaries (if the such Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the such Stockholder in its such Stockholder’s capacity as such a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict the such Stockholder from exercising its such Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
Samples: Voting Agreement (GBS Inc.)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its capacity respect of Stockholder’s representatives who serve as a director or officer of the Company or any of its subsidiaries (if the Stockholder holds such office)subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its capacity as such a director or officerdirector, including in exercising rights under the Refinancing Support Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder such a director from exercising its fiduciary duties as an officer or a director to the Company or its stockholders.
Appears in 1 contract
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company Parent or any of its subsidiaries (if the Stockholder holds such office)subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its Stockholder’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; Agreement or (b) will be construed to prohibit, limit, limit or restrict the Stockholder from exercising its Stockholder’s fiduciary or legal duties as an officer or director to the Company Parent or its stockholdersstockholders and Stockholder will not be in breach or violation of this Agreements for exercising such fiduciary or legal duties.
Appears in 1 contract
Samples: Voting Agreement (INFOSONICS Corp)
No Agreement as Director or Officer. The Stockholder makes no agreement or understanding in this Agreement in its Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries Subsidiaries (if the Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in its stockholder’s capacity as such a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict the Stockholder from exercising its Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders.
Appears in 1 contract
Samples: Voting Agreement (GBS Inc.)
No Agreement as Director or Officer. The No Stockholder makes no any agreement or understanding in this Agreement in its such Stockholder’s capacity as a director or officer of the Company or any of its subsidiaries (if to the extent any Stockholder holds any of such officeoffices), and nothing in this Agreement: Agreement (a) will limit or affect any actions or omissions taken by the any Stockholder in its his capacity as such a director or officer, 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 the each Stockholder from exercising its fiduciary duties as an a director or officer or director to the Company or its stockholders.
Appears in 1 contract
