Common use of Additional Covenants of the Shareholder Clause in Contracts

Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees that: (a) The Shareholder will not enter into any transaction, take any action, or by inaction permit any event to occur, that would result in any of the representations or warranties of the Shareholder herein contained not being true and correct at and as of the time immediately after the occurrence of such transaction, action or event. (b) Until the termination of this Agreement, the Shareholder, whether directly, indirectly, or through any employee, agent or otherwise shall not: (i) solicit or initiate any inquiry or submission of a proposal or an offer from any person or entity relating to any acquisition or purchase of (A) the assets, business or property of the Company or any subsidiary thereof, or (B) any equity interest in, or any merger, consolidation or business combination with, the Company or any of its subsidiaries (an "acquisition proposal"), or (ii) participate in any discussions or negotiations regarding, or furnish to any other person or entity any information with respect to, or otherwise cooperate in any way or assist or facilitate any acquisition proposal by any other person or entity. The Shareholder shall promptly advise the Buyer of any communication (including the identity of the person or entity making such communication and the terms thereof) that the Shareholder may receive relating to any of the foregoing. (c) Until the termination of this Agreement, the Shareholder shall not, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any shares of capital stock of the Company during the term of this Agreement other than with the Other Shareholders. The Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and the Shareholder agrees to notify the Buyer promptly and to provide all details requested by the Buyer if the Shareholder shall be approached or solicited, directly or indirectly, by any person or entity with respect to any of the foregoing. Notwithstanding the foregoing, the Shareholder shall be entitled, (i) at any time beginning three business days after the financial results of the Company for the fiscal year ending February 3, 1996 have been Publicly Disclosed (as defined below) by the Company, but not before consummation of the Securities Purchase, to sell all or a portion of the Shares to any purchaser, (x) in the case of non-negotiated, public, open-market transactions, in amounts not to exceed the limitations set forth in Rule 144(e) under the Securities Act (provided that the Shareholder and

Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees that: (a) The Shareholder will not enter into any transaction, take any action, or by inaction permit any event to occur, that would result in any of the representations or warranties of the Shareholder herein contained not being true and correct at and as of the time immediately after the occurrence of such transaction, action or event. (b) Until the termination of this Agreement, the Shareholder, whether directly, indirectly, or through any employee, agent or otherwise shall not: (i) solicit or initiate any inquiry or submission of a proposal or an offer from any person or entity relating to any acquisition or purchase of (A) the assets, business or property of the Company or any subsidiary thereof, or (B) any equity interest in, or any merger, consolidation or business combination with, the Company or any of its subsidiaries (an "acquisition proposal"), or (ii) participate in any discussions or negotiations regarding, or furnish to any other person or entity any information with respect to, or otherwise cooperate in any way or assist or facilitate any acquisition proposal by any other person or entity. The Shareholder shall promptly advise the Buyer of any communication (including the identity of the person or entity making such communication and the terms thereof) that the Shareholder may receive relating to any of the foregoing. (c) Until the termination of this Agreement, the Shareholder shall not, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any shares of capital stock of the Company during the term of this Agreement other than with the Other Shareholders. The Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and the Shareholder agrees to notify the Buyer promptly and to provide all details requested by the Buyer if the Shareholder shall be approached or solicited, directly or indirectly, by any person or entity with respect to any of the foregoing. Notwithstanding the foregoing, the Shareholder shall be entitled, (i) at any time beginning three business days after the financial results of the Company for the fiscal year ending February 3, 1996 have been Publicly Disclosed (as defined below) by the Company, but not before consummation of the Securities Purchase, to sell all or a portion of the Shares to any purchaser, (x) in the case of non-negotiated, public, open-market transactions, in amounts not to exceed the limitations set forth in Rule 144(e) under the Securities Act (provided that the Shareholder andand its Affiliates shall

Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees that: (a) The Neither the Shareholder nor any Affiliate will not enter into any transaction, take any action, or by inaction permit any event to occur, that would result in any of the representations or warranties of the Shareholder herein contained not being true and correct at and as of the time immediately after the occurrence of such transaction, action or event. (b) Until the termination of this Agreement, neither the ShareholderShareholder nor any Affliate, whether directly, indirectly, or through any employee, agent or otherwise shall notshall: (i) solicit or initiate any inquiry or submission of a proposal or an offer from any person or entity relating to any acquisition or purchase of (A) the assets, business or property of the Company or any subsidiary thereof, or (B) any equity interest in, or any merger, consolidation or business combination with, the Company or any of its subsidiaries (an "acquisition proposal"), or (ii) participate in any discussions or negotiations regarding, or furnish to any other person or entity any information with respect to, or otherwise cooperate in any way or assist or facilitate any acquisition proposal by any other person or entity; provided, however, that the Shareholder, in his capacity as the Chairman of the Company's Board of Directors and the Company's Chief Executive Officer, may participate in discussions or negotiations with or furnish information to any other person or entity if the Company's Board of Directors, on advice of counsel, determines that the Shareholder, in his capacity as Chairman of the Company's Board of Directors and the Company's Chief Executive Officer, should so participate or furnish such information. The Subject to his fiduciary duties to the Company, the Shareholder shall promptly advise the Buyer of any communication (including the identity of the person or entity making such communication and the terms thereof) that the Shareholder may receive relating to any of the foregoing. (c) Until the termination of this Agreement, subject to his fiduciary duties to the Company, the Shareholder shall notwill at all times use his best efforts to prevent the Company from taking any action in violation of the Securities Purchase Agreement, including, but not limited to, any such action that would (i) amend or otherwise change its Certificate of Incorporation or Bylaws, (ii) issue or sell or authorize for issuance or sale any stock appreciation rights, stock options (other than pursuant to stock option plans in effect on the date hereof), warrants or additional shares of any class of capital stock, including the Company Common Stock, or any securities convertible into or exchangeable for shares of any class of capital stock, (iii) declare, set aside, make, pay or accelerate the time for declaration or payment of, any dividend or other distribution with respect to its capital stock, or (iv) redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock. (d) Until the termination of this Agreement, neither the Shareholder nor any Affiliate shall, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any shares of capital stock of the Company during the term of this Agreement other than with the Other Shareholders. The Neither the Shareholder nor any Affiliate shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and the Shareholder agrees to notify the Buyer promptly and to provide all details requested by the Buyer if the Shareholder shall be approached or solicited, directly or indirectly, by any person or entity with respect to any of the foregoing. Notwithstanding the foregoing, the Shareholder (and any Affiliate) shall be entitled, (i) so long as the Shareholder at all times, until the earlier to occur of the consummation of the Securities Purchase and the termination of this Agreement, retains the right to vote (and give consent in respect of) such Shares (subject to the terms of this Agreement), to transfer for no consideration up to 400,000 Shares in the aggregate to an organization that is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and (x) that is not an Affiliate of the Shareholder and (y) that is not a person or entity in respect of which the Shareholder or any Affiliate serves as trustee or in any other fiduciary capacity, (ii) at any time beginning three business days after the financial results of the Company for the fiscal year ending February 3, 1996 have been Publicly Disclosed (as defined below) by the Company, but not before consummation of the Securities Purchase, to sell all or a portion of the Shares to any purchaser, (x) in the case of non-negotiated, public, open-market transactions, in amounts not to exceed the limitations set forth in Rule 144(e) under the Securities Act (provided that the Shareholder andPublicly

Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees that: (a) The Shareholder will not enter into any transaction, take any action, or by inaction permit any event to occur, that would result in any of the representations or warranties of the Shareholder herein contained not being true and correct at and as of the time immediately after the occurrence of such transaction, action or event. (b) Until the termination of this Agreement, the Shareholder, whether directly, indirectly, or through any employee, agent or otherwise shall not: (i) solicit or initiate any inquiry or submission of a proposal or an offer from any person or entity relating to any acquisition or purchase of (A) the assets, business or property of the Company or any subsidiary thereof, or (B) any equity interest in, or any merger, consolidation or business combination with, the Company or any of its subsidiaries (an "acquisition proposal"), or (ii) participate in any discussions or negotiations regarding, or furnish to any other person or entity any information with respect to, or otherwise cooperate in any way or assist or facilitate any acquisition proposal by any other person or entity. The Shareholder shall promptly advise the Buyer of any communication (including the identity of the person or entity making such communication and the terms thereof) that the Shareholder may receive relating to any of the foregoing. (c) Until the termination of this Agreement, the Shareholder shall not, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any shares of capital stock of the Company during the term of this Agreement other than with the Other Shareholders. The Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and the Shareholder agrees to notify the Buyer promptly and to provide all details requested by the Buyer if the Shareholder shall be approached or solicited, directly or indirectly, by any person or entity with respect to any of the foregoing. Notwithstanding the foregoing, the Shareholder shall be entitled, (i) at any time beginning three business days after the financial results of the Company for the fiscal year ending February 3, 1996 have been Publicly Disclosed (as defined below) by the Company, but not before consummation of the Securities Purchase, to sell all or a portion of the Shares to any purchaser, (x) in the case of non-negotiated, public, open-market transactions, in amounts not to exceed the limitations set forth in Rule 144(e) under the Securities Act (provided that the Shareholder andSecurities

Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees that: (a) The Neither the Shareholder nor any Affiliate will not enter into any transaction, take any action, or by inaction permit any event to occur, that would result in any of the representations or warranties of the Shareholder herein contained not being true and correct at and as of the time immediately after the occurrence of such transaction, action or event. (b) Until the termination of this Agreement, neither the ShareholderShareholder nor any Affiliate, whether directly, indirectly, or through any employee, agent or otherwise shall notshall, if applicable: (i) solicit or initiate any inquiry or submission of a proposal or an offer from any person or entity (other than Parent or an Affiliate of Parent) relating to any acquisition or purchase of (A) the assets, business or property of the Company Limited or any subsidiary thereof, or (B) any equity interest in, or any merger, consolidation or business combination with, the Company Limited or any of its subsidiaries (an "acquisition proposal"), or (ii) participate in any discussions or negotiations regarding, or furnish to any other person or entity any information with respect to, or otherwise cooperate in any way or assist or facilitate any acquisition proposal by any other person or entity. The ; provided, however, that nothing herein shall limit the performance by the Shareholder shall promptly advise (if the Buyer of any communication (including the identity Shareholder is a director of the person or entity making such communication and the terms thereofCompany) that the Shareholder may receive relating to any of his fiduciary duties solely as a director of the foregoingCompany; provided further, however, that any such action as a director shall not limit such Shareholder's obligations as a Shareholder hereunder. (c) Until the termination of this Agreement the Shareholder will at all times use his best efforts to prevent Limited from taking any action in violation of the Stock Purchase Agreement, including, but not limited to, any such action that would (i) amend or otherwise change the Organizational Documents (as such term is defined in the Stock Purchase Agreement) of Limited, Holdings or any of the Companies, (ii) issue or sell or authorize for issuance or sale any stock or share appreciation rights, stock or share options (other than pursuant to stock option plans in effect on the date hereof), warrants or additional shares of any class of capital stock, including Limited Shares, or any securities convertible into or exchangeable for shares of any class of capital stock, (iii) declare, set aside, make, pay or accelerate the time for declaration or payment of, any dividend or other distribution with respect to its capital stock or shares, or (iv) redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock or shares. (d) Until the termination of this Agreement, neither the Shareholder shall notnor any Affiliate shall, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any shares of capital stock of the Company Limited during the term of this Agreement other than with Agreement. Neither the Other Shareholders. The Shareholder nor any Affiliate shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and the Shareholder agrees to notify the Buyer Parent promptly and to provide all details requested by the Buyer Parent if the Shareholder shall be approached or solicited, directly or indirectly, by any person or entity with respect to any of the foregoing. Notwithstanding the foregoing, the . (e) The Shareholder shall be entitledexecute and deliver any additional documents reasonably necessary or desirable, (i) at any time beginning three business days after in the financial results reasonable opinions of both the Company for Parent's counsel and the fiscal year ending February 3, 1996 have been Publicly Disclosed (as defined below) by the Company, but not before consummation of the Securities PurchaseShareholder's counsel, to sell all or a portion of evidence the Proxy granted in Section 1 with respect to the Shares or otherwise implement and effect the provisions of this Agreement. (f) The Shareholder shall cooperate with and assist Parent and Purchaser and shall use its best efforts to any purchasercause Limited, (x) Holdings and the Companies to cooperate with and assist Parent and Purchaser in satisfying the case of non-negotiated, public, open-market transactions, in amounts not to exceed the limitations conditions set forth in Rule 144(eSection 1(b) under hereof, including but not limited to delivering and/or executing such information and documentation as may be required in connection with the Securities Act (provided that the Shareholder andsubmission of filings or statements required by any governmental agency or authority or self-regulatory organization.

Additional Covenants of the Shareholder. The Shareholder --------------------------------------- hereby covenants and agrees that: (a) A. The Shareholder will not enter into any transaction, take any action, or by inaction permit any event to occur, that would result in any of the representations or warranties of the Shareholder herein contained not being true and correct at and as of the time immediately after the occurrence of such transaction, action or event. (b) B. Until the termination of this Agreement, the ShareholderShareholder shall not, whether directly, indirectly, or through any employee, agent or otherwise shall not: (i) solicit or initiate any inquiry or submission of a proposal or an offer from any person person, corporation, unincorporated organization, partnership, association, joint venture, trust or any other entity (a "Third Party") relating to any acquisition or purchase of (A) the assets, business or property of the Company or any subsidiary thereof, or (B) any equity interest in, or any merger, consolidation or business combination with, the Company or any of its subsidiaries (an "acquisition proposal")Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding, or furnish to any other person or entity any information with respect to, or otherwise cooperate in any way or assist or facilitate any acquisition proposal Acquisition Proposal by any other person or entityThird Party. The Shareholder shall promptly advise the Buyer Labtec of any communication (including the identity of the person or entity making such communication and the terms thereof) that the Shareholder may receive relating to any of the foregoing. C. Until the termination of this Agreement, the Shareholder will at all times use his best efforts to prevent the Company from taking any action in violation of the Merger Agreement, including, but not limited to, any such action that would (ci) amend or otherwise change the Company's charter or by-laws, (ii) issue or sell or authorize for issuance or sale any stock appreciation rights, stock options (other than pursuant to stock option plans in effect on the date hereof) warrants or additional shares of any class of capital stock, including the Company Common Stock, or any securities convertible into or exchangeable for shares of any class of capital stock, (iii) declare, set aside, make, pay or accelerate the time for declaration or payment, of, any dividend or other distribution with respect to its capital stock, or (iv) redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock. D. Until the termination of this Agreement, the Shareholder shall not, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares of the Restricted Company Shares, or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any shares of capital stock of the Restricted Company Shares during the term of this Agreement; provided, however, that the Shareholder shall be permitted to sell any of the Restricted Company Shares at any time following the termination of Merger Agreement other than with the Other Shareholdersso long as such sale is made in an open market transaction and there are no Acquisition Proposals then outstanding. The Shareholder shall not seek or solicit any such acquisition or sale, assignment, transfer, transfer encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding understanding, and the Shareholder agrees to promptly notify the Buyer promptly Labtec and to provide all details requested by the Buyer Labtec if the Shareholder shall be approached or solicited, directly or indirectly, by any person or entity Third Party with respect to any of the foregoing. Notwithstanding . E. The Shareholder shall execute and deliver any additional documents reasonably necessary or desirable, in the foregoingreasonable opinions of both Labtec's counsel and the Shareholder's counsel, to evidence the Proxy granted in Section 2 hereof with respect to the Restricted Company Shares or otherwise implement and effect the provisions of this Agreement. F. In the event that the Shareholder serves as a member of the Board of Directors of the Company, nothing in this Agreement shall be entitledlimit or restrict the Shareholder in acting in his capacity as a director and exercising his fiduciary duties and responsibilities, (i) at any time beginning three business days after it being agreed and understood that this Agreement shall apply to the financial results Shareholder solely in his capacity as a shareholder of the Company for and shall not apply to the fiscal year ending February 3Shareholder's actions, 1996 have been Publicly Disclosed (judgements or decisions as defined below) by the Company, but not before consummation of the Securities Purchase, to sell all or a portion of the Shares to any purchaser, (x) in the case of non-negotiated, public, open-market transactions, in amounts not to exceed the limitations set forth in Rule 144(e) under the Securities Act (provided that the Shareholder anddirector.

Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees that: (a) The Neither the Shareholder nor any Affiliate will not enter into any transaction, take any action, or by inaction permit any event to occur, that would result in any of the representations or warranties of the Shareholder herein contained not being true and correct at and as of the time immediately after the occurrence of such transaction, action or event. (b) Until the termination of this Agreement, neither the ShareholderShareholder nor any Affiliate, whether directly, indirectly, or through any employee, agent or otherwise shall notshall: (i) solicit or initiate any inquiry or submission of a proposal or an offer from any person or entity relating to any acquisition or purchase of (A) the assets, business or property of the Company or any subsidiary thereof, or (B) any equity interest in, or any merger, consolidation or business combination with, the Company or any of its subsidiaries (an "acquisition proposal"), or (ii) participate in any discussions or negotiations regarding, or furnish to any other person or entity any information with respect to, or otherwise cooperate in any way or assist or facilitate any acquisition proposal by any other person or entity; provided, however, that the Shareholder, in his capacity as the Chairman of the Company's Board of Directors and the Company's Chief Executive Officer, may participate in discussions or negotiations with or furnish information to any other person or entity if the Company's Board of Directors, on advice of counsel, determines that the Shareholder, in his capacity as Chairman of the Company's Board of Directors and the Company's Chief Executive Officer, should so participate or furnish such information. The Subject to his fiduciary duties to the Company, the Shareholder shall promptly advise the Buyer of any communication (including the identity of the person or entity making such communication and the terms thereof) that the Shareholder may receive relating to any of the foregoing. (c) Until the termination of this Agreement, subject to his fiduciary duties to the Company, the Shareholder shall notwill at all times use his best efforts to prevent the Company from taking any action in violation of the Securities Purchase Agreement, including, but not limited to, any such action that would (i) amend or otherwise change its Certificate of Incorporation or Bylaws, (ii) issue or sell or authorize for issuance or sale any stock appreciation rights, stock options (other than pursuant to stock option plans in effect on the date hereof), warrants or additional shares of any class of capital stock, including the Company Common Stock, or any securities convertible into or exchangeable for shares of any class of capital stock, (iii) declare, set aside, make, pay or accelerate the time for declaration or payment of, any dividend or other distribution with respect to its capital stock, or (iv) redeem, purchase, or otherwise acquire, directly or indirectly, any of its capital stock. (d) Until the termination of this Agreement, neither the Shareholder nor any Affiliate shall, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect acquisition or sale, assignment, transfer, encumbrance or other disposition of, any shares of capital stock of the Company during the term of this Agreement other than with the Other Shareholders. The Neither the Shareholder nor any Affiliate shall not seek or solicit any such acquisition or sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or assignment or understanding and the Shareholder agrees to notify the Buyer promptly and to provide all details requested by the Buyer if the Shareholder shall be approached or solicited, directly or indirectly, by any person or entity with respect to any of the foregoing. Notwithstanding the foregoing, the Shareholder (and any Affiliate) shall be entitled, (i) so long as the Shareholder at all times, until the earlier to occur of the consummation of the Securities Purchase and the termination of this Agreement, retains the right to vote (and give consent in respect of) such Shares (subject to the terms of this Agreement), to transfer for no consideration up to 400,000 Shares in the aggregate to an organization that is described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and (x) that is not an Affiliate of the Shareholder and (y) that is not a person or entity in respect of which the Shareholder or any Affiliate serves as trustee or in any other fiduciary capacity, (ii) at any time beginning three business days after the financial results of the Company for the fiscal year ending February 3, 1996 have been Publicly Disclosed (as defined below) by the Company, but not before consummation of the Securities Purchase, to sell all or a portion of the Shares to any purchaser, (x) in the case of non-negotiated, public, open-market transactions, in amounts not to exceed the limitations set forth in Rule 144(e) under the Securities Act (provided that the Shareholder andas