Common use of Agreements of the Stockholders Clause in Contracts

Agreements of the Stockholders. (a) Each Stockholder hereby ------------------------------ agrees, until the earlier of the Expiration Date and the conclusion of the Virata Stockholders Meeting, and except as expressly contemplated hereby, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with Virata 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 such Stockholder's Shares or any interest in any of the foregoing, except to Globespan 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 Globespan 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 such Stockholder from performing its obligations under this Agreement. (b) Each Stockholder hereby agrees, until the earlier of the Expiration Date and the conclusion of the Virata Stockholders Meeting, except (i) with respect to Globespan and its affiliates, and (ii) for actions taken by persons in their capacity as officers or directors of Virata in accordance with Section 6.5(b) of the Merger Agreement, that such Stockholder shall not, and shall not permit any of its affiliates or, if applicable, any director, officer, employee consultant, agent, advisor or representative of such Stockholder or any of such 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

Agreements of the Stockholders. (a) Each Stockholder hereby ------------------------------ agrees, ------------------------------ until the earlier of the Expiration Date and the conclusion of the Virata Globespan Stockholders Meeting, and except as expressly contemplated hereby, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with Virata Globespan 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 such Stockholder's Shares or any interest in any of the foregoing, except to Globespan or SubVirata, (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 Globespan or Sub Virata 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 such Stockholder from performing its obligations under this Agreement. (b) Each Stockholder hereby agrees, until the earlier of the Expiration Date and the conclusion of the Virata Globespan Stockholders Meeting, except (i) with respect to Globespan and its affiliates, and (ii) for actions taken by persons in their capacity as officers or directors of Virata Globespan in accordance with Section 6.5(b) of the Merger Agreement, that such Stockholder shall not, and shall not permit any of its affiliates or, if applicable, any director, officer, employee consultant, agent, advisor or representative of such Stockholder or any of such 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 6(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 Globespan 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 6(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. Each 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 6(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 6. (c) Each Stockholder hereby agrees, while this Agreement is in effect, to notify Virata promptly of the number of any additional shares of Globespan Common Stock and the number and type of any other Shares acquired by such Stockholder, if any, after the date hereof.

Agreements of the Stockholders. (a) Each Stockholder hereby ------------------------------ agrees, until the earlier of the Expiration Date and the conclusion of the Virata Stockholders Meetingwhile 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 Virata 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 such Stockholder's the Shares (whether acquired heretofore or hereafter) or any interest in any of the foregoing, except to Globespan or SubParent, (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 Globespan or Sub Parent or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its such Stockholder's obligations under this Agreement, or that would otherwise hinder or delay Parent from acquiring a majority of the outstanding Company Common Stock, determined on a fully diluted basis. (b) Each Stockholder hereby agrees, until the earlier of the Expiration Date and the conclusion of the Virata Stockholders Meeting, except (i) with respect to Globespan Parent and its affiliates, and (ii) for actions taken by persons in their capacity as officers that on or directors of Virata in accordance with Section 6.5(b) of after the Merger Agreementdate hereof, that such Stockholder shall not, and shall not permit any of its affiliates or, if applicable, or any director, officer, employee consultant, agent, advisor or representative of such Stockholder or any of such Stockholder's its 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 Transaction Proposal with respect to Company or any of its Subsidiaries, participate in any negotiations concerning, or provide to any other person any information or data relating to 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 Transaction Proposal with respect to Company or any of its Subsidiaries, or agree to or endorse any or release any third party from any obligation under any existing standstill agreement or arrangement relating to any such Transaction Proposal, or otherwise facilitate any effort or attempt to make or implement such a Transaction Proposal. Each Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore by it with respect to any possible Transaction Proposal with respect to Company or any of its Subsidiaries, or any matter described in Section 7(a) hereof, and will take the necessary steps to inform its Representatives of the obligations undertaken by such Stockholder with respect to its Representatives in this Section 7. (c) Each Stockholder hereby agrees, while this Agreement is in effect, to notify Parent promptly of (i) the number of any additional shares of Company Common Stock and the number and type of any other Shares acquired by such Stockholder, if any, after the date hereof and (ii) any such inquiries or proposals that are received by, any such information that is requested from, or any such negotiations or discussions that are sought to be initiated or continued with, such Stockholder with respect to any matter described in Section 7(a) or 7(b).

Agreements of the Stockholders. (a) Each Stockholder hereby ------------------------------ agrees, ------------------------------ until the earlier of the Expiration Date and the conclusion of the Virata Stockholders Meeting, and except as expressly contemplated hereby, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with Virata 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 such Stockholder's Shares or any interest in any of the foregoing, except to Globespan 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 Globespan 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 such Stockholder from performing its obligations under this Agreement. (b) Each Stockholder hereby agrees, until the earlier of the Expiration Date and the conclusion of the Virata Stockholders Meeting, except (i) with respect to Globespan and its affiliates, and (ii) for actions taken by persons in their capacity as officers or directors of Virata in accordance with Section 6.5(b) of the Merger Agreement, that such Stockholder shall not, and shall not permit any of its affiliates or, if applicable, any director, officer, employee consultant, agent, advisor or representative of such Stockholder or any of such 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 6(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 Virata 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 6(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. Each 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 6(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 6. (c) Each Stockholder hereby agrees, while this Agreement is in effect, to notify Globespan promptly of the number of any additional shares of Virata Common Stock and the number and type of any other Shares acquired by such Stockholder, if any, after the date hereof.

Agreements of the Stockholders. (a) Each Stockholder hereby ------------------------------ agrees, until the earlier of the Expiration Date and the conclusion of the Virata Stockholders Meetingwhile this Agreement is in effect, and except as expressly contemplated herebyhereby or by the Merger Agreement, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with Virata 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 such Stockholder's the Shares or any interest in any of the foregoing, except to Globespan or SubParent, (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 Globespan or Sub Parent or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its such Stockholder's obligations under this Agreement, or that would otherwise hinder or delay Parent from acquiring a majority of the outstanding Company Common Stock, determined on a fully diluted basis. (b) Each Stockholder hereby agrees, until the earlier of the Expiration Date while this Agreement is in effect, and the conclusion of the Virata Stockholders Meeting, except (i) with respect to Globespan Parent and its affiliates, affiliates and (ii) except for actions that, if taken by persons in their capacity as officers or directors of Virata in accordance with Section 6.5(b) of the Company, would be permitted pursuant to the Merger Agreement, that such Stockholder shall not, and shall not permit any of its affiliates or, if applicable, or any director, officer, employee consultant, agent, advisor or representative of such Stockholder or any of such Stockholder's its affiliates (collectively, the "Representatives") to (i) initiate, solicit or knowingly encourage, 6 7 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, participate in any negotiations concerning, or provide to any other person any information or data relating to 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 with respect to Company or any of its Subsidiaries, or agree to or endorse any or release any third party from any obligation under any existing standstill agreement or arrangement relating to any such Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement such an Acquisition Proposal. Each Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore by it that would violate Section 7(a) or 7(b) hereof, and will take the necessary steps promptly to inform its Representatives of the obligations undertaken by such Stockholder in this Section 7. (c) Each Stockholder hereby agrees, while this Agreement is in effect, to notify Parent promptly of (i) the number of any additional shares of Company Common Stock and the number and type of any other Shares acquired by such Stockholder, after the date hereof and (ii) any inquiries or proposals that are received by, any information that is requested from, or any negotiations or discussions that are sought to be initiated or continued with, such Stockholder with respect to any matter described in Section 7(a) or Section 7(b). (d) Each Stockholder consents to the termination of the Company Stock Plans and the Stock Purchase Plan (all as defined in the Merger Agreement) and the conversion of interests under such plans pursuant to Sections 1.9 and 6.5 of the Merger Agreement.