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

No Agreement as Director or Officer. This Agreement is being entered into by Stockholder solely in Stockholder’s capacity as the beneficial and record owner of the Shares. Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Buyer or any of its subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder in 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 Stockholder from exercising Stockholder’s fiduciary duties as an officer or director to the Buyer or its stockholders.

No Agreement as Director or Officer. This Agreement is being entered into by Stockholder solely in Stockholder’s capacity as the beneficial and record owner of the Shares. Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Buyer Company or any of its subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder in 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 Stockholder from exercising Stockholder’s fiduciary duties as an officer or director to the Buyer Company or its stockholders.

No Agreement as Director or Officer. This Agreement is being Stockholder has entered into by Stockholder this Agreement solely in the Stockholder’s capacity as the beneficial record and record owner Beneficial Owner of the Shares. Stockholder makes no agreement or understanding Shares (and not in this Agreement in Stockholder’s any other capacity, including any capacity as a director or officer of the Buyer Company or any of its subsidiaries (if Stockholder holds such officeSubsidiaries), and nothing . Nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder in stockholderStockholder’s capacity as such a director or officerofficer of the Company or its Subsidiaries, 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 Stockholder from exercising Stockholder’s fiduciary duties as an a director or officer or director to the Buyer Company, its Subsidiaries, or its their respective stockholders.

No Agreement as Director or Officer. This Agreement is being entered into by Stockholder solely in Stockholder’s capacity as the beneficial and record owner of the Shares. Each Stockholder makes no agreement or understanding in this Agreement in such Stockholder’s (or any of its officers’ or directors’) capacity as a director or and/or officer of the Buyer Company (or any of its subsidiaries or stockholders (if Stockholder holds any such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Stockholder in stockholdersuch Stockholder’s capacity as such a director or and/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 any Stockholder from exercising such Stockholder’s fiduciary duties as an officer and/or director of the Company or director to the Buyer any of its subsidiaries or its stockholders.

No Agreement as Director or Officer. This Agreement is being entered into by Stockholder solely in Stockholder’s capacity as the beneficial and record owner of the Shares. Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Buyer Company or any of its subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Stockholder in stockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement as such, including with respect to any Company Acquisition Proposal in compliance with the terms of 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 Stockholder from exercising Stockholder’s fiduciary duties as an officer or director to the Buyer Company or its stockholders.

No Agreement as Director or Officer. This Each Stockholder is signing this Agreement is being entered into by Stockholder solely in Stockholder’s his, her or its capacity as the beneficial and record owner a stockholder of the SharesCompany. No Stockholder makes no any agreement or understanding in this Agreement in such Stockholder’s capacity as a director or officer of the Buyer Company or any of its subsidiaries Subsidiaries (if Stockholder holds such office), and nothing . Nothing in this Agreement: (a) Agreement will limit or affect any actions or omissions taken by a Stockholder in stockholderhis, her or its capacity as a director or officer of the Company, and no actions or omissions taken in such Stockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions officer shall be deemed a breach of this Agreement. Nothing in this Agreement or (b) will be construed to prohibit, limit or restrict a Stockholder from exercising Stockholder’s his or her fiduciary duties as an officer or director to the Buyer Company or its stockholders.

No Agreement as Director or Officer. This Agreement is being Each Stockholder has entered into by Stockholder this Agreement solely in such Stockholder’s capacity as the record or beneficial and record owner of the Shares. Stockholder makes no agreement or understanding applicable Covered Shares (and not in this Agreement in Stockholder’s any other capacity, including any capacity as a director or officer of the Buyer Company or any of its subsidiaries (if Stockholder holds such officeSubsidiaries), and nothing . Nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Stockholder in stockholdersuch Stockholder’s capacity as such a director or officerofficer of the Company or its Subsidiaries, 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 such Stockholder from exercising such Stockholder’s fiduciary duties as an a director or officer or director to the Buyer Company or its stockholdersSubsidiaries.

No Agreement as Director or Officer. This Stockholder is signing this Agreement is being entered into by Stockholder solely in Stockholder’s his, her or its capacity as the beneficial and record owner a stockholder of the SharesCompany. No Stockholder makes no any agreement or understanding in this Agreement in such Stockholder’s capacity as a director or officer of the Buyer Company or any of its subsidiaries Subsidiaries (if Stockholder holds such office), and nothing . Nothing in this Agreement: (a) Agreement will limit or affect any actions or omissions taken by a Stockholder in stockholderhis, her or its capacity as a director or officer of the Company, and no actions or omissions taken in such Stockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions officer shall be deemed a breach of this Agreement. Nothing in this Agreement or (b) will be construed to prohibit, limit or restrict a Stockholder from exercising Stockholder’s his or her fiduciary duties as an officer or director to the Buyer Company or its stockholders.. ​ ​ ​

No Agreement as Director or Officer. This Stockholder is signing this Agreement is being entered into by Stockholder solely in Stockholder’s his, her or its capacity as the beneficial and record owner a stockholder of the SharesCompany. No Stockholder makes no any agreement or understanding in this Agreement in such Stockholder’s capacity as a director or officer of the Buyer Company or any of its subsidiaries Subsidiaries (if Stockholder holds such office), and nothing . Nothing in this Agreement: (a) Agreement will limit or affect any actions or omissions taken by a Stockholder in stockholderhis, her or its capacity as a director or officer of the Company, and no actions or omissions taken in such Stockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions officer shall be deemed a breach of this Agreement. Nothing in this Agreement or (b) will be construed to prohibit, limit or restrict a Stockholder from exercising Stockholder’s his or her fiduciary duties as an officer or director to the Buyer Company or its stockholders.

No Agreement as Director or Officer. This The Stockholder signs this Agreement is being entered into by Stockholder solely in the Stockholder’s capacity as the beneficial and record owner a holder of the Shares. Subject Shares and Seller Parent Stock Options, and the Stockholder makes no agreement or understanding in this Agreement in the Stockholder’s capacity as a director or officer of the Buyer Seller Parent or any of its subsidiaries affiliates (if Stockholder holds such officeincluding the Seller), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in stockholderthe Stockholder’s capacity as such a director or officer, officer of Seller Parent or any of its affiliates (including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement Seller); or (b) will be construed to prohibit, limit limit, or restrict the Stockholder from exercising the Stockholder’s fiduciary duties in the Stockholder’s capacity as an officer or director to of Seller Parent or any of its affiliates (including the Buyer or its stockholdersSeller).

No Agreement as Director or Officer. This Agreement is being Each Stockholder has entered into by Stockholder this Agreement solely in the Stockholder’s capacity as the record or beneficial and record owner of the Shares. Stockholder makes no agreement or understanding applicable Covered Shares (and not in this Agreement in Stockholder’s any other capacity, including any capacity as a director or officer of the Buyer Company or any of its subsidiaries (if Stockholder holds such officeSubsidiaries), and nothing . Nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Stockholder in stockholdersuch Stockholder’s capacity as such a director or officerofficer of the Company or its Subsidiaries, 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 such Stockholder from exercising such Stockholder’s fiduciary duties as an a director or officer or director to the Buyer Company or its stockholdersSubsidiaries. [The remainder of this page is intentionally left blank.]

No Agreement as Director or Officer. This Stockholder is signing this Agreement is being entered into by Stockholder solely in Stockholder’s his, her or its capacity as the beneficial and record owner a stockholder of the SharesCompany. No Stockholder makes no any agreement or understanding in this Agreement in such Stockholder’s capacity as a director or officer of the Buyer Company or any of its subsidiaries Subsidiaries (if Stockholder holds such office), and nothing . Nothing in this Agreement: (a) Agreement will limit or affect any actions or omissions taken by a Stockholder in stockholderhis, her or its capacity as a director or officer of the Company, and no actions or omissions taken in such Stockholder’s capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions officer shall be deemed a breach of this Agreement. Nothing in this Agreement or (b) will be construed to prohibit, limit or restrict a Stockholder from exercising Stockholder’s his or her fiduciary duties as an officer or director to the Buyer Company or its stockholders.. ​ ​