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. Nothing contained in this Agreement will:
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. 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, 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 letter agreement will: (i) restrict, limit or prohibit the Securityholder from exercising, in his capacity as a director or officer of Mineworx, his fiduciary duties to Mineworx under applicable law, or (ii) require the Securityholder, in his capacity as an officer of Mineworx, 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 Mineworx's Board of Directors undertaken in the exercise of their fiduciary duties to Mineworx under applicable law.
No Limit on Fiduciary Duty. Nothing contained in this letter agreement will restrict, limit or prohibit the Securityholder from exercising in his or her capacity as a director or officer his or her fiduciary duties to Angle under applicable law or require the Securityholder in his or her capacity as a director or officer (if applicable) of Angle, 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 board of directors of Angle undertaken in the exercise of its fiduciary duties, in compliance with Section 3.4 of the Arrangement Agreement, provided that nothing in this Section 15 will be deemed to relieve the Securityholder from the Securityholder's obligations under any other provision of this letter agreement other than Sections 1 and 2 hereof to the extent that the actions taken by the Securityholder were taken solely in his or her capacity as a director or officer of Angle and in accordance the foregoing.
No Limit on Fiduciary Duty. Nothing contained in this letter agreement will restrict, limit or prohibit the Shareholder from exercising in his capacity as a director or officer his or her fiduciary duties to Bellatrix under applicable law provided that nothing in this Section 14 will be deemed to relieve the Shareholder from the Shareholder's obligations under any other provision of this letter agreement other than Section 1 hereof to the extent that the actions taken by the Shareholder were taken solely in his or her capacity as a director or officer of Bellatrix and in accordance the foregoing.
No Limit on Fiduciary Duty. Notwithstanding anything to the contrary set forth herein, this Agreement will not (a) restrict, limit or prohibit any Supporting Stockholder or any individuals who may represent a Supporting Stockholder on the B2B's Board of Directors from exercising (in their capacity as a director or officer) their fiduciary duties to the B2B under applicable Law, or (b) require any individual, in their capacity as an officer of the B2B, 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 B2B's Board of Directors undertaken in the exercise of their fiduciary duties, provided that nothing in this Section 3.5 ----------- will be deemed to relieve any Supporting Stockholder from its obligations under any other provision of this Agreement.
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.
