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

No Agreement as Director or Officer. Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Carrols Public Entity or any of its subsidiaries (if Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions by Stockholder in stockholder’s capacity as such a director or officer, including in exercising rights of Carrols or the Company 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 of the Carrols Public Entity or to its stockholders.

Appears in 5 contracts

Samples: Voting Agreement, Voting Agreement (Carrols Restaurant Group, Inc.), Voting Agreement (Carrols Restaurant Group, Inc.)

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No Agreement as Director or Officer. Each Stockholder makes no agreement or understanding in this Agreement in such Stockholder’s capacity as a director or officer of the Carrols Public Entity Parent or any of its subsidiaries (if such Stockholder holds any such directorship or 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 officer, including in exercising rights of Carrols or the Company 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 such Stockholder from exercising such Stockholder’s fiduciary duties as an officer or director of the Carrols Public Entity Parent or to its stockholders.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ceco Environmental Corp), Voting Agreement (Dezwirek Jason), Voting Agreement (PMFG, Inc.)

No Agreement as Director or Officer. Each Stockholder hereby makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Carrols Public Entity Company or any of its subsidiaries Subsidiaries (if such Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by any Stockholder in such stockholder’s capacity as such a director or officer, including in exercising rights of Carrols or the Company 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 or restrict any Stockholder from exercising such Stockholder’s fiduciary duties as an officer or director of to the Carrols Public Entity Company or to its stockholders.

Appears in 3 contracts

Samples: Voting Agreement (Insight Enterprises Inc), Voting Agreement (Pcm, Inc.), Voting Agreement

No Agreement as Director or Officer. Each Stockholder makes no agreement or understanding in this Agreement in such Stockholder’s capacity as a director or officer of the Carrols Public Entity Parent or any of its direct or indirect subsidiaries (if such Stockholder holds 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 officer, including in exercising rights of Carrols or the Company 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 officer or director of the Carrols Public Entity or to Parent, its direct and indirect subsidiaries and their respective stockholders.

Appears in 2 contracts

Samples: Merger Agreement (Creative Realities, Inc.), Voting and Lock Up Agreement (Creative Realities, Inc.)

No Agreement as Director or Officer. No Stockholder makes no any agreement or understanding in this Agreement in such Stockholder’s 's capacity as a director or officer of the Carrols Public Entity Parent or any of its subsidiaries (if such Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Stockholder in stockholder’s such Stockholder's capacity as such a director or officer, including in exercising rights of Carrols or the Company 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 such Stockholder from exercising such Stockholder’s 's fiduciary duties as an officer or director of the Carrols Public Entity to Parent or to its stockholders.

Appears in 1 contract

Samples: Voting Agreement (Broadcast International Inc)

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No Agreement as Director or Officer. Stockholder makes no None of the Stockholders make an agreement or understanding in this Agreement in such Stockholder’s capacity as a director or officer of the Carrols Public Entity Company or any of its subsidiaries (if such Stockholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Stockholder in stockholder’s capacity as such a director or officer, including in exercising rights of Carrols or the Company 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 such Stockholder from exercising such 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 any of the Carrols Public Entity Stockholders or to any of their respective Affiliates in its stockholderscapacity as a director of the Company violates any provision of this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Starboard Value LP)

No Agreement as Director or Officer. Each Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Carrols Public Entity 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 officerofficer of the Company, including in exercising rights of Carrols or the Company 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 officer or director of to the Carrols Public Entity Company or to its stockholders.

Appears in 1 contract

Samples: Voting and Support Agreement (Crexendo, Inc.)

No Agreement as Director or Officer. Stockholder makes no agreement or understanding in this Agreement in Stockholder’s capacity as a director or officer of the Carrols Public Entity REIT I 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 of Carrols or the Company 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 officer or director of the Carrols Public Entity to REIT I or to its stockholders.

Appears in 1 contract

Samples: Voting Agreement (Resource Real Estate Opportunity REIT II, Inc.)

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