Common use of FIDUCIARY RESPONSIBILITIES Clause in Contracts

FIDUCIARY RESPONSIBILITIES. No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder's Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's or the Company's Board of Directors' rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

FIDUCIARY RESPONSIBILITIES. No Stockholder Shareholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder Shareholder signs solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder's Shareholder’s Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder Shareholder (or a designee of such StockholderShareholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's ’s or the Company's Board of Directors' Company Board’s rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

FIDUCIARY RESPONSIBILITIES. No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, his or her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder's ’s Subject Shares Securities and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's ’s or the Company's ’s Board of Directors' ’ rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

FIDUCIARY RESPONSIBILITIES. No Stockholder executing this Agreement who Notwithstanding anything to the contrary herein, to the extent Shareholder is or becomes during the term hereof a director or officer of the Company makes Company, Shareholder is not making (or nor shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs Shareholder is executing this Agreement solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder's Subject the Shares and nothing herein shall limit or affect any actions taken by such Stockholder Shareholder (or a designee of such StockholderShareholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's or the Company's Board of Directors' Director's rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreementotherwise.

FIDUCIARY RESPONSIBILITIES. No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, his or her or its capacity as the record and/or beneficial owner, as applicable, owner of such Stockholder's ’s Subject Shares Securities and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's ’s or the Company's ’s Board of Directors' ’ rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

FIDUCIARY RESPONSIBILITIES. No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, his or her or its capacity as the record and/or beneficial owner, as applicable, owner of such Stockholder's ’s Subject Shares Securities and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's ’s or the Company's ’s Board of Directors' ’ rights in connection with the Merger Contribution Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

FIDUCIARY RESPONSIBILITIES. No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder's Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's or the Company's Board of Directors' Board's rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreementotherwise.

FIDUCIARY RESPONSIBILITIES. No All agreements and understandings made herein shall be made solely in Stockholder’s capacity as a stockholder and (if Stockholder executing this Agreement who is an officer or becomes during director of the term hereof a Company) not in Stockholder’s capacity as an director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officerCompany. Without limiting the generality of the foregoing, each Stockholder signs executes and delivers this Agreement and performs Stockholder’s obligations hereunder solely in his, her or its capacity as the record and/or and beneficial owner, as applicable, of such Stockholder's ’s Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her the Company’s or the Company's or the Company's ’s Board of Directors' ’ rights or duties in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

FIDUCIARY RESPONSIBILITIES. No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its capacity as the record and/or and beneficial owner, as applicable, owner of such Stockholder's ’s Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's ’s or the Company's ’s Board of Directors' ’ rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

FIDUCIARY RESPONSIBILITIES. No If Stockholder executing this Agreement who (or an affiliate or designee of Stockholder) is or becomes during the term hereof a director or officer of the Company makes Company, Stockholder does not make (or shall not be deemed to have made) any agreement or understanding herein in his or her such person’s capacity as such director or officerofficer of the Company. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its capacity as the record and/or and beneficial owner, as applicable, owner of such Stockholder's ’s Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a an affiliate or designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's ’s or the Company's Board ’s board of Directors' directors’ rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

FIDUCIARY RESPONSIBILITIES. No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder's ’s Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's ’s or the Company's ’s Board of Directors' ’ rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

FIDUCIARY RESPONSIBILITIES. No All agreements and understandings made herein shall be made solely in Stockholder's capacity as a stockholder and (if Stockholder executing this Agreement who is an officer or becomes during director of the term hereof a Company) not in Stockholder's capacity as an director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officerCompany. Without limiting the generality of the foregoing, each Stockholder signs executes and delivers this Agreement and performs Stockholder's obligations hereunder solely in his, her or its capacity as the record and/or and beneficial owner, as applicable, of such Stockholder's Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's or the Company's Board of Directors' rights or duties in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

FIDUCIARY RESPONSIBILITIES. No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder (or a designee of such Stockholder) signs solely in his, her or its capacity as the record and/or and beneficial owner, as applicable, owner of such Stockholder's ’s Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's ’s or the Company's ’s Board of Directors' ’ rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreement.

FIDUCIARY RESPONSIBILITIES. No Stockholder executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes (or shall be deemed to have made) any agreement or understanding herein in his or her capacity as such director or officer. Without limiting the generality of the foregoing, each Stockholder signs this Agreement solely in his, her or its capacity as the record and/or beneficial owner, as applicable, of such Stockholder's ’s Subject Shares and nothing herein shall limit or affect any actions taken by such Stockholder (or a designee of such Stockholder) in his or her capacity as an officer or director of the Company in exercising his or her or the Company's ’s or the Company's Board of Directors' Company Board’s rights in connection with the Merger Agreement or otherwise and such actions shall not be deemed to be a breach of this Agreementotherwise.