Common use of Fiduciary Duties Clause in Contracts

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

Fiduciary Duties. Each Stockholder The Shareholder is signing this Agreement solely in such Stockholder's Shareholder’s capacity as an owner of his, her or its his respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Sharessuch Stockholder’s Subject Securities, and nothing herein in this Agreement shall prohibit, prevent or preclude such Stockholder or its Representatives from taking or not taking any action in his or her its capacity as an officer or director of the CompanyParent (including, pursuant to the extent permitted by Section 4.4 or 5.3(f) of the Merger Agreement, any withholding, amendment, withdrawal or modification of the recommendation by the board of directors to adopt the Merger Agreement and approve the Merger).

Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective SharesSecurities, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Sharessuch Stockholder’s Subject Securities, and nothing herein in this Agreement shall prohibit, prevent or preclude such Stockholder or its Representatives from taking or not taking any action in his or her its capacity as an officer or director of the CompanyCompany (including, pursuant to the extent permitted by Section 4.4 or 5.3(b) of the Merger Agreement, any withholding, amendment, withdrawal or modification of the recommendation by the board of directors to adopt the Merger Agreement and approve the Merger).

Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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.. Subject to the foregoing sentence, the Stockholder agrees, solely in his, her or its capacity as a Stockholder to comply with Section 6.1 of the Merger Agreement

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

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

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

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

Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Merger Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. Each Stockholder is signing this ---------------- Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. Each Stockholder Shareholder is signing this Agreement solely in such StockholderShareholder'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 Stockholder 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. Each Stockholder Shareholder is signing this Agreement Agreement, notwithstanding anything to the contrary contained herein, solely in such Stockholder's Shareholder’s capacity as an owner of his, her or its respective Subject Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an a beneficial owner of histhe Stockholder's Seller Securities, her and, to the extent that such Stockholder (or its respective Sharesan officer or director of such Stockholder) is a director or officer of Seller, and nothing herein shall prohibit, prevent or preclude such officer or director of Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanySeller, to the extent permitted by the Merger Purchase Agreement.

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

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

Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an a beneficial owner of histhe Stockholder’s Seller Securities, her and, to the extent that such Stockholder (or its respective Sharesan officer or director of such Stockholder) is a director or officer of Seller, and nothing herein shall prohibit, prevent or preclude such officer or director of Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanySeller, to the extent permitted by the Merger Purchase Agreement.

Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, including any vote that such individual may make as a director of the Company with respect to any matter presented to the extent permitted Board of the Company. No such action take by such Stockholder in his or her capacity as a director or officer of the Merger Company shall be deemed to constitute a breach of any provision of this Agreement.

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

Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Merger Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its his respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. Each The Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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.. Subject to the foregoing sentence, the Stockholder agrees, solely in his, her or its capacity as a Stockholder to comply with Section 6.1 of the Merger Agreement

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

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

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

Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such Stockholder's Shareholder’s capacity as an owner a holder of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. Each Stockholder Shareholder is signing this Agreement solely in such StockholderShareholder's capacity as an owner of his, her her, or its respective Shares, and nothing herein shall prohibit, prevent prevent, or preclude such Stockholder 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. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall be deemed to constitute an agreement or understanding by such Stockholder in his or her capacity as a director or officer of the Company or shall limit, prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the Company, to the extent including any actions or inactions permitted by under the Merger Agreement.

Fiduciary Duties. Each Stockholder is signing this Agreement Agreement, notwithstanding anything to the contrary contained herein, solely in such Stockholder's ’s capacity as an owner of his, her or its respective Subject Shares, and nothing herein shall prohibit, prevent or preclude such individual Stockholder 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. Each Major Stockholder is signing this Agreement solely in such Major Stockholder's ’s capacity as an owner of his, her or its respective SharesSubject Securities, and nothing herein shall prohibit, prevent or preclude such Major Stockholder 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. Each Stockholder Shareholder is signing this Agreement ---------------- solely in such StockholderShareholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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 AgreementGTI.

Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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 Reorganization Agreement.

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

Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective his Shares, and nothing herein shall prohibit, prevent or preclude such the Stockholder 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. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. No provision of this agreement shall prevent an officer or director from continuing to serve as a director of the Company.

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

Fiduciary Duties. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Subject Shares, and nothing herein shall prohibit, prevent or preclude such individual Stockholder 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. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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, or in any other capacity including without limitation as a party to any agreement with the Company or Parent.

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

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

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

Fiduciary Duties. Each The Stockholder is signing this Agreement solely in such the Stockholder's ’s capacity as an owner of his, her or its respective SharesShares and/or Company Equity Awards, and notwithstanding anything to the contrary set forth herein, nothing herein shall prohibit, prevent or preclude such the Stockholder (and, if applicable, the Stockholder’s officers, directors, employees, representatives and agents) 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. Each Stockholder is signing this Agreement solely in such Stockholder's ’s capacity as an owner of his, her or its respective Sharessuch Stockholder’s Subject Securities, and nothing herein in this Agreement shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her such Stockholder’s capacity as an officer or director of the CompanyCompany (including any withholding, to amendment, withdrawal or modification of the extent permitted recommendation by the Merger Agreementboard of directors to adopt the APA and approve the Asset Purchase).

Fiduciary Duties. Each Stockholder Shareholder is signing this Agreement solely in such StockholderShareholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder 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. Each Stockholder is signing this Agreement solely in such Stockholder's capacity as an owner of his, her or its respective Shares, and nothing herein shall prohibit, prevent or preclude such Stockholder from taking or not taking any action in his or her capacity as an officer or director of the CompanyCompany (as applicable) or as a trustee, to the extent permitted by the Merger Acquisition Agreement.