No Limitation on Actions of the Stockholder as Director. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Stockholder to take or in any way limit any action that the Stockholder may take to discharge the Stockholder's fiduciary duties as a director of the Company, including but not limited to the right to vote for or support a Superior Proposal in accordance with the terms of the Merger Agreement.
No Limitation on Actions of the Stockholder as Director. Notwithstanding anything to the contrary in this Agreement, in the event the Stockholder is an officer or director of OLYMPIC, nothing in this Agreement is intended or shall be construed to require the Stockholder, in the Stockholder's capacity as a officer or director of OLYMPIC, to act or fail to act in accordance with the Stockholder's fiduciary duties in such capacity.
No Limitation on Actions of the Stockholder as Director. In the event the Stockholder or any of the Stockholder's affiliates is a director of the Company, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Stockholder or such affiliate to take or in any way limit any action that the Stockholder or such affiliate may take to discharge the Stockholder's or such affiliate's fiduciary duties as a director of the Company.
No Limitation on Actions of the Stockholder as Director. Notwithstanding anything to the contrary in this Agreement, in the event a representative (the "Representative") of a Stockholder is a director of Parent, nothing in this Agreement is intended or shall be construed to require the Representative, in the Representative's capacity as a director of the Company, to act or fail to act in accordance with the Representative's fiduciary duties in such capacity.
No Limitation on Actions of the Stockholder as Director. In the event the Stockholder is a director of the Company, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Stockholder to take or in any way limit any action that the Stockholder may take to discharge the Stockholder’s fiduciary duties as a director of the Company. Name: Number of Company Common Shares owned on the date hereof Number of Series A Preferred Shares owned on the date hereof Number of Series B Preferred Shares owned on the date hereof Number of Series B-1 Preferred Shares owned on the date hereof Number of Series C Preferred Shares owned on the date hereof Number of Company Common Shares subject to purchase under Company Vested Stock Options held by the Stockholder Number of Company Common Shares subject to purchase under Company Unvested Stock Options held by the Stockholder Accepted and agreed to as of the date set forth above: TELLABS, INC. By: Name: Xxxxxx X. Xxxxxx Title: President and Chief Executive Officer Exhibit B INDEMNITY ESCROW AGREEMENT This INDEMNITY ESCROW AGREEMENT (this “Indemnity Agreement”), is dated as of , 2009, among Tellabs, Inc., a Delaware corporation (“Parent”), Xxxxxx Xxxx (the “Stockholders Representative”, together with Parent, the “Parties”, and each a “Party”), and JPMorgan Chase Bank, N.A., a national banking association, as indemnity and escrow agent (the “Indemnity Agent”).
No Limitation on Actions of the Stockholder as Director. In the ------------------------------------------------------- event the Stockholder is a director of Promedix, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Stockholder to take or in any way limit any action that the Stockholder may take to discharge the Stockholder's fiduciary duties as a director of Promedix.
No Limitation on Actions of the Stockholder as Director. In the event the Stockholder or its designee is a director of the Company, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Stockholder or such designee to take or in any way limit any action that the Stockholder or such designee may take to discharge the Stockholder's or such designee's fiduciary duties as a director of the Company. Name: Number of shares of Company Common Stock owned on the date hereof: Accepted and Agreed to as of the date set forth above: CONCORD EFS, INC. By: Name: Title:
No Limitation on Actions of the Stockholder as Director. In the event the Stockholder is a director of the Company, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Stockholder to take or in any way limit any action that the Stockholder may take to discharge the Stockholder's fiduciary duties as a director of the Company. ---------------------------------- (print or type name) Number and class of shares of Company Capital Stock owned or subject to acquisition on the date hereof: ---- Accepted and Agreed to as of the date set forth above: CIENA CORPORATION By: ----------------------------------------- Name: G. Eric Xxxxxxxxx Title: Senior Vice President, General Counsel and Secretary
No Limitation on Actions of the Stockholder as Director. In the event the Stockholder is a director of the Company, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Stockholder to take or in any way limit any action that the Stockholder may take to discharge the Stockholder's fiduciary duties as a director of the Company. ------------------------------------------- By: ---------------------------------------- (print or type name) Number and class of shares of Company Capital Stock owned or subject to acquisition on the date hereof: ________ ________________ (including shares issuable under stock options, warrants and convertible securities) Accepted and Agreed to as of the date set forth above: CIENA Corporation By: ------------------------------------------------------ Name: Title:
No Limitation on Actions of the Stockholder as Director. In the event the Stockholder is a director of the Company, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended or shall be construed to require the Stockholder to take or in any way limit any action that the Stockholder may take to discharge the Stockholder's fiduciary duties as a director of the Company. [______________________________]* Name: Number of shares of Company Common Stock owned on the date hereof: _____________ Accepted and Agreed to as of the date set forth above: TELLABS, INC. By: Name: Title: The following ANNEX A should be attached to Stockholder Agreements signed by: Laxxxxxx Xxxxx Stxxx Xxxxxxxx ANNEX A The stockholder may sell up to ten (10) percent of the Subject Shares in compliance with applicable laws and subject to the Affiliate Letter referred to in Section 3 of this Agreement. The following ANNEX A should be attached to Stockholder Agreements signed by: Paxxxxx Xxxxxxx Jox Xxxxxxx Stxxxxx Xxxxxxx Haxxxx Xxxx Bixxx Xxxxxx Clxxxxxx Xxxxxxxxx Mixxxxx Xxx ANNEX A Stockholder may not sell any of the Subject Shares.
