No Limit on Fiduciary Duty. Sections 2.1(a), 2.1(b), 2.1(c) and 2.1(f) of this Agreement do not (i) restrict, limit or prohibit a Shareholder from exercising his or her fiduciary duties in his or her capacity as an officer or director of US Gold or Minera Andes under applicable law, including taking any actions, or causing US Gold or Minera Andes to take any actions, consistent with Section 7.1 or Section 7.2 of the Arrangement Agreement; or (ii) require a Shareholder, in his or her capacity as a director or officer of US Gold or Minera Andes to take any action in contravention of, or omit to take any action pursuant to, the exercise of their fiduciary duties as an officer or director of US Gold or Minera Andes, provided that such Shareholder shall immediately (and in any event within 24 hours) notify US Gold and Minera Andes if such Shareholder does not comply with Sections 2.1(a), 2.1(b), 2.1(c) or 2.1(f) of this Agreement in reliance on this Section 5.1.
No Limit on Fiduciary Duty. Nothing contained in this Agreement will: (a) restrict, limit or prohibit the Securityholder from exercising (in his or her capacity as a director or officer of TargetCo or any of its subsidiaries) his or her fiduciary duties to TargetCo or any of its subsidiaries under Applicable Laws; or (b) require the Securityholder in his or her capacity as an officer of TargetCo or any subsidiary of TargetCo to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of the TargetCo Board of Directors undertaken in the exercise of their fiduciary duties.
No Limit on Fiduciary Duty. It is acknowledged that the covenants of the Securityholder set forth in paragraph 1(c) of this letter agreement relate to the Securityholder acting solely in the capacity of a holder of Xxx Xxxxx securities and not, if applicable, as a director or officer of Xxx Xxxxx, and shall not affect, restrict, limit or prohibit the Securityholder from exercising (in his capacity as a director or officer or as counsel) his fiduciary duties to Xxx Xxxxx under applicable law or require the Securityholder, in his capacity as an officer of or counsel to Xxx Xxxxx, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of Xxx Xxxxx'x board of directors undertaken in the exercise of their fiduciary duties. The Securityholder acknowledges that pursuant to this letter agreement the Securityholder may be required to act as a holder of the Subject Securities in a manner different from the manner in which the Securityholder is obligated to act in the capacity of a director or officer of Xxx Xxxxx.
No Limit on Fiduciary Duty. It is acknowledged that the covenants of the Securityholder set forth in paragraph 1(c) of this letter agreement relate to the Securityholder acting solely in the capacity of a holder of Rolling Thunder securities and not, if applicable, as a director or officer of Rolling Thunder, and shall not affect, restrict, limit or prohibit the Securityholder from exercising (in his capacity as a director or officer or as counsel) his fiduciary duties to Rolling Thunder under applicable law or require the Securityholder, in his capacity as an officer of or counsel to Rolling Thunder, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of Rolling Thunder's board of directors undertaken in the exercise of their fiduciary duties. The Securityholder acknowledges that pursuant to this letter agreement the Securityholder may be required to act as a holder of the Subject Securities in a manner different from the manner in which the Securityholder is obligated to act in the capacity of a director or officer of Rolling Thunder.
No Limit on Fiduciary Duty. Nothing contained in this Agreement will:
(a) restrict, limit or prohibit the Shareholder from exercising (in his capacity as a director or officer) his fiduciary duties to QAT under applicable law; or
(b) require the Shareholder, in his capacity as an officer of QAT, if applicable, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of QAT's board of directors undertaken in the exercise of their fiduciary duties, provided that such action is not in contravention of QAT's covenants regarding non solicitation contained in the Arrangement Agreement and provided that nothing in this Section 3 will be deemed to relieve the Shareholder from his obligations under any other provision of this Agreement other than Sections 2 and 6 hereof as they relate to actions taken by the Shareholder solely in his capacity as a director or officer of QAT.
No Limit on Fiduciary Duty. Nothing contained in this Agreement will (a) restrict, limit, prohibit or preclude the Shareholder from exercising his fiduciary duties under applicable law, or (b) require the Shareholder to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with the instructions or directions of the Company’s board of directors undertaken in the exercise of their fiduciary duties.
No Limit on Fiduciary Duty. Nothing contained in this Agreement will: (a) restrict, limit or prohibit the Securityholder from exercising (in his capacity as a director or officer) his fiduciary duties to EKI under applicable law; or (b) require the Securityholder, in his capacity as an officer of EKI, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of EKI's board of directors undertaken in the exercise of their fiduciary duties.
No Limit on Fiduciary Duty. Nothing contained in this Agreement will: (a) restrict, limit or prohibit the Securityholder from exercising (in his capacity as a director or officer) his fiduciary duties to Gold Ridge under applicable law; or (b) require the Securityholder, in his capacity as an officer of Gold Ridge, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of Gold Ridge's board of directors undertaken in the exercise of their fiduciary duties.
No Limit on Fiduciary Duty. Nothing contained in this Agreement will: (a) restrict, limit or prohibit the Supporting Party from exercising in his or her capacity as a director or officer his or her fiduciary duties to the Company under applicable Law; or (b) require the Supporting Party, in his or her capacity as an officer of the Company, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of the Company’s board of directors undertaken in the exercise of his or her fiduciary duties.
No Limit on Fiduciary Duty. Section 3(e) of this Agreement does not: (a) prohibit the Securityholder from exercising his/her fiduciary duties, if any, to NuLoch under applicable law; or (b) with respect to a Securityholder who is a director or officer of or counsel to NuLoch, require such Securityholder to take any action in contravention of, or to omit to take any action pursuant to, or otherwise to take or refrain from taking any action, in each case for and on behalf of NuLoch solely in his/her capacity as a director or officer of or counsel to NuLoch, which are not in compliance with instructions or directions of the NuLoch Board of Directors given by the NuLoch Board of Directors to such director, officer or counsel (in his/her capacity as such) in the discharge by the NuLoch Board of Directors of its fiduciary duties.
