Common use of Fiduciary Duties Clause in Contracts

Fiduciary Duties. The Shareholder is signing this Agreement solely in such Shareholder’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Shareholder is signing this Agreement solely in such Shareholder’s capacity as an owner of his, her or its his respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Notwithstanding any provision hereof to the contrary, Shareholder is signing executing and delivering this Agreement solely in such Shareholder’s its capacity as an owner of his, her or its respective Sharesthe Securities, and nothing herein shall directly or indirectly prohibit, prevent or preclude such Shareholder any Person from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s capacity as an owner of his, her or its such Shareholder’s respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her such Shareholder’s capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s 's capacity as an owner of his, his or her or its respective Subject Shares, and nothing herein shall limit, prohibit, prevent or preclude such individual Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Securities Purchase Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s 's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement Agreement, notwithstanding anything to the contrary contained herein, solely in such Shareholder’s capacity as an owner of his, her or its respective Subject Shares, and nothing herein shall prohibit, prevent or preclude such individual Shareholder from taking or not taking any action in his or her capacity as an officer or a director of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Notwithstanding anything in this Agreement, each Shareholder is signing this Agreement solely in such Shareholder’s capacity as an owner of his, her or its such Shareholder’s respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her such Shareholder’s capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s 's capacity as an owner of his, her or its respective Subject Shares, and nothing herein in this Agreement shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his his, her or her its capacity as an officer or of director of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s 's capacity as an owner of his, her or its his respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Shareholder is signing this Agreement solely in such Shareholder’s his capacity as an owner of his, her or its respective his Subject Shares, and nothing . Nothing herein shall (a) prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the CompanyCompany or (b) permit Shareholder, in his capacity as an officer or director, to the extent permitted take any action which is prohibited by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the CompanySmartForce, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s capacity as an owner a holder of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to Company as contemplated in the extent permitted by the Merger Purchase Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s 's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the CompanySmartForce, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s 's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement, as determined by such Shareholder in good faith after consultation with and advice from outside counsel to the Company.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s 's capacity as an owner of his, her her, or its respective Shares, and nothing herein shall prohibit, prevent prevent, or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of Company (it being understood that the Company, to the extent permitted by the Merger AgreementCombination Agreement may prohibit or restrict such action).

Fiduciary Duties. The Each Shareholder is signing this Agreement solely ---------------- in such Shareholder’s 's capacity as an the beneficial owner of his, her or its respective Subject Shares, and nothing . Nothing contained herein shall prohibit, prevent limit or preclude affect any actions taken by such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, Company and none of such actions in any such capacity shall be deemed to the extent permitted by the Merger constitute a breach of this Agreement.

Fiduciary Duties. The Shareholder is signing this Agreement solely in such Shareholder’s ---------------- his, her or its capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his such Shareholder's capacity as a director of the Company (or her capacity as an officer or director of the Company acting solely at the direction of the Board of Directors of the Company), to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Principal Shareholder is signing this Agreement solely in such Shareholder’s capacity as an owner of his, her or its respective capacity as the owner of the Shares, and nothing herein shall prohibit, prevent or preclude such the Principal Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s his or its capacity as an owner of his, her or its respective Company Shares, and nothing . Nothing herein shall prohibit, prevent or preclude such any Shareholder or any employee or agent of any Shareholder from taking or not taking any action in his or her capacity as an officer officer, director, employee or director agent of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Purchase Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement ---------------- solely in such Shareholder’s 's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s 's capacity as an owner of his, her or its such Shareholder's respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her such Shareholder's capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement, or as an officer or a director of any third party.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s capacity as an owner of his, her or its respective Subject Shares, and nothing herein in this Agreement shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his his, her or her its capacity as an officer or of director of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Each Shareholder is signing this Agreement solely in such Shareholder’s capacity as an owner of his, her or its such Shareholder’s respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her such Shareholder’s capacity as an officer or director of the Company, Company to the extent permitted by the Merger Agreement, or as an officer or a director of any third party.

Fiduciary Duties. The Shareholder is signing this Agreement solely in such Shareholder’s capacity as an owner of his, her or its respective the Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger Agreement.

Fiduciary Duties. The Shareholder is signing this Agreement solely in such the Shareholder’s 's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such the Shareholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent permitted by the Merger AgreementAgreement or as required by applicable law.