Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his capacity as such director or officer. The Shareholder signs solely in his capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his capacity as a director or officer of the Company including in the exercise of his fiduciary duties as a director and officer of the Company.
Appears in 2 contracts
Samples: Support Agreement (Cyrus Acquisition Corp), Support Agreement (General Host Corp)
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. The Each Shareholder signs solely in his or her capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his capacity as a director or officer of the Company including in the exercise of his fiduciary duties as a director and officer of the CompanyShares.
Appears in 2 contracts
Samples: Shareholder Agreement (General Motors Corp), Shareholders Agreement (United States Satellite Broadcasting Co Inc)
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. The Each Shareholder signs solely in his his, her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his its capacity as a an officer or director or officer of the Company including in to the exercise of his fiduciary duties extent specifically permitted by the Merger Agreement or as a director and officer of the Companyotherwise required by law.
Appears in 2 contracts
Samples: Voting Agreement (MTM Technologies, Inc.), Voting Agreement (MTM Technologies, Inc.)
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or of officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. The Each Shareholder signs solely in his or her capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his its capacity as a an officer or director or officer of the Company including in to the exercise of his fiduciary duties as a director and officer of extent permitted by the CompanyMerger Agreement.
Appears in 2 contracts
Samples: Shareholder Agreement (Holopak Technologies Inc), Shareholder Agreement (Simon Robert J)
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or and/or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or and/or officer. The Each Shareholder signs solely in his or her capacity as the record holder and beneficial owner of, or the trustee and/or Beneficial Owner of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing Shares. Nothing herein shall limit or affect any actions taken by a Shareholder in his capacity as be deemed to limit the ability of a director or officer of the Company including Company, acting in the exercise of his such capacity, to act in accordance with such director's or officer's fiduciary duties as a director and officer of the Companyduties.
Appears in 2 contracts
Samples: Shareholder Agreement (Excel Communications Inc), Shareholder Agreement (Telco Communications Group Inc)
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or of officer of the Company Parent makes any agreement or understanding herein in his or her capacity as such director or officer. The Each Shareholder signs solely in his or her capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his its capacity as a an officer or director or officer of the Company including in Parent to the exercise of his fiduciary duties as a director and officer of extent permitted by the CompanyMerger Agreement.
Appears in 2 contracts
Samples: Shareholder Agreement (Foilmark Inc), Shareholder Agreement (Holopak Technologies Inc)
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director director, employee or officer of the Company makes any agreement or understanding herein in his or her capacity as such director a director, employee or officerofficer of the Company. The Each Shareholder signs solely in his capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a by, or requires that any actions be taken by, such Shareholder in his capacity as a an officer, employee or director or officer of the Company including in the exercise of his fiduciary duties as a director and officer of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Mikasa Inc), Support Agreement (Mikasa Inc)
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. The Each Shareholder signs solely in his or her capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his such Shareholder's capacity as a an officer or director or officer of the Company to the extent specifically permitted by the Merger Agreement, including in the exercise of his fiduciary duties as a director and officer of the Company.without limitation Section 5.02
Appears in 1 contract
Samples: Support Agreement (Revco D S Inc)
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. The Each Seller and Shareholder signs solely in his or her capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Seller's and Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Seller or Shareholder in his its capacity as a an officer or director or officer of the Company including in to the exercise of his fiduciary duties as a director and officer of extent specifically permitted by the CompanyMerger Agreement.
Appears in 1 contract
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his capacity as such director or officer. The Each Shareholder signs solely in his capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his or its capacity as a an officer or director or officer of the Company including in the exercise of his fiduciary duties as a director and officer of the Company.
Appears in 1 contract
Samples: Shareholders' Agreement (Misys PLC)
Shareholder Capacity. No person Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes shall be deemed to make any agreement or understanding herein in his this Agreement in such Person’s capacity as such a director or officer. The Each Insight Shareholder signs is entering into this Agreement solely in his its capacity as the record holder and or beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a an Insight Shareholder in his its capacity as a director or officer of the Company including in the exercise of his fiduciary duties as a director and officer of the Company.
Appears in 1 contract
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. The Each Shareholder signs solely in his his, her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject ’s Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his its capacity as a an officer or director or officer of the Company including in to the exercise of his fiduciary duties extent specifically permitted by the Purchase Agreement or as a director and officer of the Company.otherwise required by law..
Appears in 1 contract
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his capacity as such director or officer. The Each Shareholder signs solely in his capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his capacity as a an officer or director or officer of the Company including in to the exercise of his fiduciary duties as a director and officer of extent specifically permitted by the CompanyMerger Agreement.
Appears in 1 contract
Samples: Voting Agreement (Firstcom Corp)
Shareholder Capacity. No person executing this Agreement --------------------- who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. The Each Shareholder signs solely in his or her capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his its capacity as a an officer or director or officer of the Company including in to the exercise of his fiduciary duties as a director and officer of extent specifically permitted by the CompanyMerger Agreement.
Appears in 1 contract
Samples: Voting Agreement (McLeodusa Inc)
Shareholder Capacity. No person Shareholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. The Each Shareholder signs executes this Agreement solely in his or her capacity as the record holder and or beneficial owner of, (or the trustee Affiliate of a trust whose beneficiaries are the such record holder or beneficial owners of, owner) of such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder or any officer, director, partner or Affiliate of such Shareholder in his his, her or its capacity as a an officer or director or officer of the Company including in the exercise of his fiduciary duties as a director and officer of the Company.
Appears in 1 contract
Samples: Tender Agreement and Irrevocable Proxy (T Netix Inc)
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. The Each Shareholder signs solely in his or her capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his its capacity as a an officer or director or officer of the Company including in to the exercise of his fiduciary duties as a director and officer of extent specifically permitted by the CompanyMerger Agreement.
Appears in 1 contract
Samples: Voting and Option Agreement (Caprock Communications Corp)
Shareholder Capacity. No person executing this Agreement who is or becomes during the term hereof a director or of officer of the Company makes any agreement or understanding herein in his or her capacity as such director or officer. The Each Shareholder signs solely in his or her capacity as the record holder and beneficial owner ofof , or the trustee of a trust whose beneficiaries are the beneficial owners of, such Shareholder's Subject Shares and nothing herein shall limit or affect any actions taken by a Shareholder in his its capacity as a an officer or director or officer of the Company including in to the exercise of his fiduciary duties as a director and officer of extent permitted by the CompanyMerger Agreement.
Appears in 1 contract
Samples: Shareholder Agreement (Foilmark Inc)