Common use of Agreements of Stockholder Clause in Contracts

Agreements of Stockholder. (a) Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, grant, assignment or other disposition of, record or beneficial ownership of any of the Shares (whether acquired heretofore or hereafter) or any interest in any of the foregoing, except to Parent or Sub, (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or any interest in any of the Shares, except to Parent or Sub or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing his obligations under this Agreement. (b) Stockholder hereby agrees, while this Agreement is in effect, except with respect to Parent and its affiliates, that he shall not, and shall not permit any affiliates or, if applicable, any director, officer, employee consultant, agent, advisor or representative of Stockholder or any of his affiliates (collectively, the "Representatives") to (i) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal with respect to any matter described in Section 7(a) hereof or any Acquisition Proposal or (ii) participate in any negotiations concerning, or provide to any other person any information or data relating to the Company or any of its Subsidiaries for the purpose of, or have any discussions with any person relating to, or cooperate with or assist or participate in, or facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any effort or attempt by any other person to seek to effect any matter described in Section 7(a) hereof or any Acquisition Proposal, or agree to or endorse any Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement such an Acquisition Proposal. Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore by Stockholder with respect to any possible Acquisition Proposal, or any matter described in Section 7(a) hereof, and will take the necessary steps to inform Stockholder's Representatives of the obligations undertaken by Stockholder with respect to Stockholder's Representatives in this Section 7; provided, that nothing in this Agreement shall restrict Stockholder in the exercise of his fiduciary duties to the stockholders of the Company, in his capacity as a director of the Company, under applicable law or otherwise prohibit him from taking such actions, in his capacity as a director of the Company, as may be permitted (under the circumstances therein specified) pursuant to Section 5.2 of the Merger Agreement. (c) Stockholder hereby agrees, while this Agreement is in effect, to notify Parent promptly of the number of any additional shares of Company Common Stock and the number and type of any other Shares acquired by Stockholder, if any, after the date hereof.

Agreements of Stockholder. (a) Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, grant, assignment or other disposition of, record or beneficial ownership of any of the Shares (whether acquired heretofore or hereafter) or any interest in any of the foregoing, except to Parent or Sub, (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or any interest in any of the Shares, except to Parent or Sub or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing his its obligations under this Agreement. (b) Stockholder hereby agrees, while this Agreement is in effect, except with respect to Parent and its affiliates, that he Stockholder shall not, and shall not permit any affiliates or, if applicable, any director, officer, employee consultant, agent, advisor or representative of Stockholder or any of his Stockholder's affiliates (collectively, the "Representatives") to (i) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal with respect to any matter described in Section 7(a) hereof or any Acquisition Proposal or (ii) participate in any negotiations concerning, or provide to any other person any information or data relating to the Company or any of its Subsidiaries for the purpose of, or have any discussions with any person relating to, or cooperate with or assist or participate in, or facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any effort or attempt by any other person to seek to effect any matter described in Section 7(a) hereof or any Acquisition Proposal, or agree to or endorse any Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement such an Acquisition Proposal. Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore by Stockholder with respect to any possible Acquisition Proposal, or any matter described in Section 7(a) hereof, and will take the necessary steps to inform Stockholder's Representatives of the obligations undertaken by Stockholder with respect to Stockholder's Representatives in this Section 7; provided, that nothing in this Agreement shall restrict Stockholder in expected X. Xxxxxxxx xx the exercise of his fiduciary duties to the stockholders of the Company, in his capacity as a director of the Company, under applicable law or otherwise prohibit him from taking such actions, in his capacity as a director of the Company, as may be permitted (under the circumstances therein specified) pursuant to Section 5.2 of the Merger Agreement. (c) Stockholder hereby agrees, while this Agreement is in effect, to notify Parent promptly of the number of any additional shares of Company Common Stock and the number and type of any other Shares acquired by Stockholder, if any, after the date hereof.

Agreements of Stockholder. (a) Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, grant, assignment or other disposition of, record or beneficial ownership of any of the Shares (whether acquired heretofore or hereafter) or any interest in any of the foregoing, except to Parent or Sub, (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or any interest in any of the Shares, except to Parent or Sub or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing his its obligations under this Agreement. (b) Stockholder hereby agrees, while this Agreement is in effect, except with respect to Parent and its affiliates, that he Stockholder shall not, and shall not permit any affiliates or, if applicable, any director, officer, employee consultant, agent, advisor or representative of Stockholder or any of his Stockholder's affiliates (collectively, the "Representatives") to (i) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal with respect to any matter described in Section 7(a) hereof or any Acquisition Proposal or (ii) participate in any negotiations concerning, or provide to any other person any information or data relating to the Company or any of its Subsidiaries for the purpose of, or have any discussions with any person relating to, or cooperate with or assist or participate in, or facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any effort or attempt by any other person to seek to effect any matter described in Section 7(a) hereof or any Acquisition Proposal, or agree to or endorse any Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement such an Acquisition Proposal. Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore by Stockholder with respect to any possible Acquisition Proposal, or any matter described in Section 7(a) hereof, and will take the necessary steps to inform Stockholder's Representatives of the obligations undertaken by Stockholder with respect to Stockholder's Representatives in this Section 7; provided, that nothing in this Agreement shall restrict Stockholder with X. Xxxxxxxx in the exercise of his fiduciary duties to the stockholders of the Company, in his capacity as a director of the Company, under applicable law or otherwise prohibit him from taking such actions, in his capacity as a director of the Company, as may be permitted (under the circumstances therein specified) pursuant to Section 5.2 of the Merger Agreement. (c) Stockholder hereby agrees, while this Agreement is in effect, to notify Parent promptly of the number of any additional shares of Company Common Stock and the number and type of any other Shares acquired by Stockholder, if any, after the date hereof.

Agreements of Stockholder. (a) Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, grant, assignment or other disposition of, record or beneficial ownership of any of the Shares (whether acquired heretofore or hereafter) or any interest in any of the foregoing, except to Parent or Sub, (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or any interest in any of the Shares, except to Parent or Sub or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing his its obligations under this Agreement. (b) Stockholder hereby agrees, while this Agreement is in effect, except with respect to Parent and its affiliates, that he Stockholder shall not, and shall not permit any affiliates or, if applicable, any director, officer, employee consultant, agent, advisor or representative of Stockholder or any of his Stockholder's affiliates (collectively, the "Representatives") to (i) initiate, solicit or encourage, directly or indirectly, any inquiries or the making of any proposal with respect to any matter described in Section 7(a) hereof or any Acquisition Proposal or (ii) participate in any negotiations concerning, or provide to any other person any information or data relating to the Company or any of its Subsidiaries for the purpose of, or have any discussions with any person relating to, or cooperate with or assist or participate in, or facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any effort or attempt by any other person to seek to effect any matter described in Section 7(a) hereof or any Acquisition Proposal, or agree to or endorse any Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement such an Acquisition Proposal. Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or negotiations with any persons conducted heretofore by Stockholder with respect to any possible Acquisition Proposal, or any matter described in Section 7(a) hereof, and will take the necessary steps to inform Stockholder's Representatives of the obligations undertaken by Stockholder with respect to Stockholder's Representatives in this Section 7; provided, that nothing in this Agreement shall restrict Stockholder or X. Xxxxxxxx in the exercise of his fiduciary duties to the stockholders of the Company, in his capacity as a director of the Company, under applicable law or otherwise prohibit him from taking such actions, in his capacity as a director of the Company, as may be permitted (under the circumstances therein specified) pursuant to Section 5.2 of the Merger Agreement. (c) Stockholder hereby agrees, while this Agreement is in effect, to notify Parent promptly of the number of any additional shares of Company Common Stock and the number and type of any other Shares acquired by Stockholder, if any, after the date hereof.