Common use of No Limitations on Actions; No Ownership Interest Clause in Contracts

No Limitations on Actions; No Ownership Interest. (a) Notwithstanding anything to the contrary herein, Parent expressly acknowledges that the Stockholder is entering into this Agreement solely in its capacity as the beneficial owner of the Subject Shares and this Agreement shall not limit or otherwise affect (or require the Stockholder to attempt to limit or otherwise affect) the actions or fiduciary duties of the Stockholder, or any affiliate, partner, trustee, beneficiary, settlor, employee or designee of the Stockholder or any of its affiliates (collectively, the “Stockholder Affiliates”) in its capacity, if applicable, as a member of the Company Board, and Parent shall not, and shall cause its affiliates not to, assert any claim that any action taken by the Stockholder or any of the Stockholder Affiliates in its capacity as a member of the Company Board violates this Agreement. It is expressly understood that the Stockholder is not making any agreement or understanding in its capacity as, or on behalf of any designee or representative of the Stockholder who is, a director, trustee, officer or other fiduciary of the Company or its Subsidiaries. (b) Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Subject Shares, except as provided herein.

Appears in 2 contracts

Samples: Voting Agreement (Taylor Morrison Home Corp), Voting Agreement (AV Homes, Inc.)

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No Limitations on Actions; No Ownership Interest. (a) Notwithstanding anything to the contrary herein, Parent expressly acknowledges that the Stockholder Wolf Individual is entering into this Agreement solely in its capacity as the beneficial owner of the Subject Shares and this Agreement (i) shall not limit or otherwise affect (or require the Stockholder Wolf Individual to attempt to limit or otherwise affect) the any actions or fiduciary duties of omissions taken by the Stockholder, or any affiliate, partner, trustee, beneficiary, settlor, employee or designee of the Stockholder or any of its affiliates (collectively, the “Stockholder Affiliates”) Wolf Individual in its capacity, if applicable, his capacity as a member of the Company Board, and officer of the Company, or a manager, officer or director of any of the Company’s Subsidiaries, including in exercising rights under the Merger Agreement, and no such actions or omissions in and of themselves shall be deemed a breach of this Agreement, or (ii) will be construed to prohibit, limit, or restrict the Wolf Individual from exercising his fiduciary duties as an officer or director to the Company or its stockholders, and Parent shall not, and shall cause its affiliates not to, assert any claim that any action taken by the Stockholder or any of the Stockholder Affiliates Wolf Individual, in its his capacity as a member of the Company Board or officer of the Company, violates this Agreement. It is expressly understood that the Stockholder Wolf Individual is not making any agreement or understanding in its his capacity as, or on behalf of any designee or representative of the Stockholder who is, as a director, trusteemanager, officer or other fiduciary director of the Company or its Subsidiaries. (b) Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Subject Shares, except as provided herein.

Appears in 2 contracts

Samples: Voting Agreement (Taylor Morrison Home Corp), Voting Agreement (William Lyon Homes)

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No Limitations on Actions; No Ownership Interest. (a) Notwithstanding anything to the contrary herein, Parent expressly acknowledges that the Stockholder is Stockholders are entering into this Agreement solely in its their capacity as the beneficial owner owners of the Subject Shares and this Agreement shall not limit or otherwise affect (or require the Stockholder Stockholders to attempt to limit or otherwise affect) the actions or fiduciary duties of the StockholderStockholders, or any affiliate, officer, partner, trustee, beneficiary, settlor, employee or designee of the Stockholder or any of its their affiliates (collectively, the “Stockholder Affiliates”) in its their capacity, if applicable, as a member of the Company Boardboard of directors of the Company, any committee thereof or other fiduciary of the Company, and Parent shall not, and shall cause its affiliates not to, and shall use its commercially reasonable efforts to cause its other Representatives not to, assert any claim that any action taken by the a Stockholder or any of the Stockholder Affiliates in its capacity capacity, if applicable, as a member of the Company Board violates this Agreement. It is expressly understood that the Stockholder is not making any agreement or understanding in its capacity as, or on behalf board of any designee or representative directors of the Stockholder who isCompany, a director, trustee, officer any committee thereof or other fiduciary of the Company or its Subsidiariesviolates this Agreement. (b) Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the StockholderStockholders, and Parent shall have no authority to direct the Stockholder Stockholders in the voting or disposition of any of the Subject Shares, except as provided herein.

Appears in 1 contract

Samples: Stockholder Support Agreement (ProSight Global, Inc.)

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