Common use of Agreements of Stockholders Clause in Contracts

Agreements of Stockholders. Each of the Former Class A Stockholders hereby jointly and severally agree as follows: (a) it will not give or cause any of its lawful representatives to give, any Demand Notice or take any other action that might cause the Company to be obligated to commence a Demand Registration of all or any part of the Registrable Shares for a period commencing on the date hereof and terminating 90 days hereafter; notwithstanding anything contained in this agreement to the contrary, nothing precludes a demand for an underwritten demand registration under the Registration Rights Agreement more than 90 days of the date hereof; (b) it will not take or cause its lawful representatives to take such actions and make such statements that, in the reasonable opinion of the Company, will communicate to the public securities markets that it will, in the immediate future, solicit bids for the Registrable Shares; (c) it will not take or cause its lawful representatives to take actions which are inconsistent with the letter dated May 1, 1998, which states that it intends to diversify its portfolios, the diversification of which is presently expected to include the sale of a substantial part of the shares of Common Stock currently held; (d) prior to soliciting bids for or agreeing to any sale of the Registrable Shares during the effectiveness of the Registration Statement, each Former Class A Stockholder or their lawful representative shall notify the Company, in writing, of its intention to consummate a sale, and if the Chief Executive Officer or the Chief Financial Officer of the Company determines that in such officer's reasonable judgment and good faith the sale would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Former Class A Stockholders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay, then the Former Class A Stockholders agree to delay such sale until such time as is reasonably determined by the Company; (e) it will not request the conversion of the Shelf Registration to a firm, underwritten offering until such time it is jointly determined by the Former Class A Stockholders, on the one hand, and the Company, on the other hand, that an underwritten offering would be advisable; and (f) nothing in this agreement shall prevent the Former Class A Stockholders from exercising their demand registration rights under the Registration Rights Agreement following 90 days of the date hereof.

Agreements of Stockholders. Each By approving this Agreement and the consummation of the Former Class A Stockholders hereby jointly transactions contemplated hereby, and/or participating in the Merger and severally agree as followsreceiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Stockholder agrees, in addition to the foregoing, that: (a) it will not give or cause Parent shall be entitled to rely conclusively on the instructions and decisions of the Stockholders’ Representative as to (i) the settlement of any claims for indemnification by Parent pursuant to Section 9, (ii) actions taken in respect of its lawful representatives to giveindemnification claims, any Demand Notice or take and (iii) any other action that might cause the Company actions required or permitted to be obligated to commence a Demand Registration taken by the Stockholders’ Representative under this Agreement, and no Stockholder shall have any cause of all action against Parent for any action taken by Parent in reliance upon the instructions or any part decisions of the Registrable Shares for a period commencing on the date hereof and terminating 90 days hereafter; notwithstanding anything contained in this agreement to the contrary, nothing precludes a demand for an underwritten demand registration under the Registration Rights Agreement more than 90 days of the date hereofStockholders’ Representative; (b) it will not take neither Parent nor the Surviving Corporation shall be liable for any act or cause its lawful representatives to take such actions and make such statements that, in the reasonable opinion omission of the Company, will communicate to Stockholders’ Representative in its capacity as the public securities markets that it will, in the immediate future, solicit bids for the Registrable SharesStockholders’ Representative; (c) it will not take all actions, decisions and instructions of the Stockholders’ Representative shall be conclusive and binding upon the Company and all of the Stockholders and no Stockholder shall have any cause of action against the Stockholders’ Representative for any action taken, decision made or cause its lawful representatives to take actions which are inconsistent instruction given by the Stockholders’ Representative under this Agreement except for fraud or willful misconduct by the Stockholders’ Representative in connection with the letter dated May 1, 1998, which states that it intends to diversify its portfolios, the diversification of which is presently expected to include the sale of a substantial part of the shares of Common Stock currently heldmatters described in this Section 10; (d) prior to soliciting bids for the provisions of this Section 10 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or agreeing to remedies that any sale of Stockholder may have in connection with the Registrable Shares during the effectiveness of the Registration Statement, each Former Class A Stockholder or their lawful representative shall notify the Company, in writing, of its intention to consummate a sale, and if the Chief Executive Officer or the Chief Financial Officer of the Company determines that in such officer's reasonable judgment and good faith the sale would materially interfere with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company or any of its subsidiaries or would require premature disclosure thereof and promptly gives the Former Class A Stockholders written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the period of the anticipated delay, then the Former Class A Stockholders agree to delay such sale until such time as is reasonably determined transactions contemplated by the Companythis Agreement; (e) it will not request the conversion provisions of this Section 10 shall be binding upon the executors, heirs, legal Representatives, personal Representatives, successor trustees and successors of each Stockholder, and any reference in this Agreement to a Stockholder or the Stockholders shall mean and include the successors to the rights of the Shelf Registration Stockholders under this Agreement, whether pursuant to a firmtestamentary disposition, underwritten offering until such time it is jointly determined by the Former Class A Stockholders, on the one hand, laws of descent and the Company, on the other hand, that an underwritten offering would be advisabledistribution or otherwise; and (f) nothing notice to the Stockholders’ Representative, delivered in this agreement the manner provided in Section 11.4, shall prevent the Former Class A be deemed notice to all Stockholders from exercising their demand registration rights under the Registration Rights Agreement following 90 days of the date hereoffor all purposes hereunder.

Agreements of Stockholders. Each of the Former Class A Stockholders hereby jointly and severally agree as follows: (a) it will not give Neither CW nor any Stockholder shall, directly or cause indirectly, engage in any of its lawful representatives to give, any Demand Notice or take discussions with any other action that might cause person or entity (other than NET and its affiliates) relating to the Company transactions contemplated by this agreement or relating to be obligated any other acquisition, merger, financing or similar transaction involving CW or its business. If a third party seeks to commence a Demand Registration of all engage in any such discussion with CW or any part of Stockholder, CW and the Registrable Shares for a period commencing on the date hereof and terminating 90 days hereafter; notwithstanding anything contained in this agreement to the contrary, nothing precludes a demand for an underwritten demand registration under the Registration Rights Agreement more than 90 days of the date hereof;Stockholders shall as promptly as practicable so advise NET. (b) it will not take or cause its lawful representatives to take such actions and make such statements that, in the reasonable opinion of the Company, will communicate to the public securities markets that it will, in the immediate future, solicit bids for the Registrable Shares; (c) it will not take or cause its lawful representatives to take actions which are inconsistent with the letter dated May 1, 1998, which states that it intends to diversify its portfolios, the diversification of which is presently expected to include the sale of a substantial part of Each Stockholder shall vote all the shares of NET Common Stock currently held;issued to him or her under this agreement in favor of the Mergers (as defined in the agreement and plan of merger dated June 28, 1999 among NET, Common Places, LLC, YouthStream Media Networks, Inc., Nunet, Inc., Nucommon, Inc., Xxxxxx X. Xxxxx, Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx and Xxxx Xxxxxx at the stockholders meeting referred to in section 4.8 of that agreement and against any other transaction or proposal that might conflict with the consummation of such Mergers. (di) prior No Stockholder may at any time after the Effective Time disclose to soliciting bids for anyone (except in connection with the performance of services for, or agreeing to otherwise on behalf of, NET or any sale of the Registrable Shares during the effectiveness of the Registration Statement, each Former Class A Stockholder or their lawful representative shall notify the Company, in writing, of its intention to consummate a sale, and if the Chief Executive Officer subsidiaries) or the Chief Financial Officer of the Company determines that use in such officer's reasonable judgment and good faith the sale would materially interfere competition with any pending material financing, acquisition or corporate reorganization or other material corporate development involving the Company NET or any of its subsidiaries any confidential information or would require premature disclosure thereof trade secrets with respect to the business of NET or any of its subsidiaries; provided, however, any such individual may disclose confidential information or trade secrets to the extent required by applicable law. (ii) No Stockholder may, as long as he is an employee of NET or any of its subsidiaries and promptly gives the Former Class A Stockholders written notice of such determination, containing for a general statement of the reasons for such postponement and an approximation of the period of 30 months thereafter, directly or indirectly, solicit for employment or hire any person who, during the anticipated delay12-month period preceding the date of solicitation or hiring, then the Former Class A Stockholders agree to delay such sale until such time as is reasonably determined by the Company;was an employee of NET or any of its subsidiaries. (eiii) it will not request No Stockholder may, as long as he is an employee of NET or any of its subsidiaries and for a period of 30 months thereafter, except through NET or any of its subsidiaries, directly or indirectly, engage or be interested in (A) the conversion business of developing and operating an Internet portal or hub targeted primarily to individuals between the Shelf Registration to ages of 16 and 25, (B) any business directly competitive with any business NET or any of its subsidiaries is engaged in at the time of his termination of employment or (C) any business directly competitive with a firmbusiness developed from a project in which he was involved during his employment (any such business, underwritten offering until such time it is jointly determined by the Former Class A Stockholdersa "Restricted Business"); provided, on the one hand, and the Company, on the other handhowever, that an underwritten offering would be advisable; and (f) nothing in this agreement paragraph shall prevent limit the Former Class A Stockholders from exercising their demand registration rights under right of any such individual to be employed by a media or Internet company whose businesses include a Restricted Business, as long as he does not provide any services to that Restricted Business. For this purpose, a person shall be deemed to be directly or indirectly engaged or interested in a business or entity, if he is engaged or interested in that business or entity as a stockholder, member, partner, individual proprietor, director, officer, employee, agent, lender, consultant or otherwise, but not if his interest is limited solely to the Registration Rights Agreement following 90 days ownership of 5% or less of any class of the date hereofequity or debt securities of a corporation as to which he has only a passive role. (iv) Each Stockholder acknowledges that the remedy at law for breach of the provisions of this section 6.1(c) will be inadequate and that, in addition to any other remedy NET or any of its subsidiaries may have, it will be entitled to an injunction restraining any such breach or threatened breach, without any bond or other security being required and without the necessity of showing actual damages or economic loss.