Common use of Certain Covenants of Stockholder Clause in Contracts

Certain Covenants of Stockholder. (i) Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, that he shall not: (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares except pursuant to this Agreement; (b) grant any proxies (other than the proxy granted hereunder), deposit any Shares into a voting trust or enter into a voting agreement or otherwise transfer or convey any voting rights with respect to any Shares; (c) solicit or initiate, or encourage or support the submission of, any plan of reorganization with respect to Marvel, other than the Plan of Reorganization contemplated by the Master Agreement; (d) take any action, directly or indirectly, in conflict or inconsistent with Stockholder's obligations hereunder; (e) acquire, directly or indirectly, any Claims against, any interest therein, or Equity Interests in, any of the Debtors; or (f) take any action, directly or indirectly, that would cause Toy Biz to breach or fail in any material respect to perform or comply with any of its covenants and agreements contained in the Master Agreement or to breach its representations and warranties contained in the Master Agreement in any material respect. (ii) Stockholder agrees, while this Agreement is in effect, to promptly notify the Designated Consenting Lender of the number of any new shares of Common Stock acquired by him after the date hereof.

Certain Covenants of Stockholder. (ia) Except in accordance with Restriction on Transfer of Shares, Proxies and Noninterference. -------------------------------------------------------------- During the provisions term of this Agreement, Stockholder agreesshall not, while directly or indirectly: (A) except pursuant to the terms of this Agreement is and except for the tender of Shares in effectthe Offer, that he shall not: (a) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares Shares; (B) except pursuant to the terms of this Agreement; (b) , grant any proxies (other than proxies relating to the election of management's slate of directors at an annual meeting of Company's stockholders, and other routine matters which would not require the filing of a preliminary proxy granted hereunderstatement under Rule 14a-6(a) of the Exchange Act), or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement or otherwise transfer or convey any voting rights with respect to any of the Shares; ; or (cC) solicit take any action that would make any representation or initiatewarranty contained herein untrue or incorrect or have the effect of impairing the ability of Stockholder to perform Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Merger Agreement; provided, or encourage or support however, that notwithstanding the submission offoregoing, Steinfeld may transfer Shares to any plan of reorganization charitable foundation established by him if, and only if, such charitable foundation (i) acknowledges in writing its understanding and agreement that the Shares so transferred to it shall remain subject to this Agreement, and (ii) further agrees to be bound by the terms hereof with respect to Marvel, other than the Plan of Reorganization contemplated by the Master Agreement; (d) take any action, directly or indirectly, in conflict or inconsistent with Stockholder's obligations hereunder; (e) acquire, directly or indirectly, any Claims against, any interest therein, or Equity Interests in, any of the Debtors; or (f) take any action, directly or indirectly, that would cause Toy Biz to breach or fail in any material respect to perform or comply with any of its covenants and agreements contained in the Master Agreement or to breach its representations and warranties contained in the Master Agreement in any material respectsuch Shares. (ii) Stockholder agrees, while this Agreement is in effect, to promptly notify the Designated Consenting Lender of the number of any new shares of Common Stock acquired by him after the date hereof.

Certain Covenants of Stockholder. (ia) Except in accordance with Restriction on Transfer of Subject Shares, Proxies and ------------------------------------------------------ Noninterference. The Stockholder shall not, directly or indirectly: (A) except --------------- pursuant to the provisions terms of this Agreement, Stockholder agreesoffer for sale, while this Agreement is in effect, that he shall not: (a) sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, of (any of the Shares foregoing being herein called a "Disposition"), any or all of the Stockholder's Subject Shares; (B) except pursuant to the terms of this Agreement; (b) , grant any proxies (other than the proxy granted hereunder)or powers of attorney, deposit any of the Stockholder's Subject Shares into a voting trust or enter into a voting agreement or otherwise transfer or convey any voting rights with respect to any of the Stockholder's Subject Shares; ; or (c) solicit or initiate, or encourage or support the submission of, any plan of reorganization with respect to Marvel, other than the Plan of Reorganization contemplated by the Master Agreement; (dC) take any action, directly action that would reasonably be expected to make any representation or indirectly, in conflict warranty contained herein untrue or inconsistent with incorrect or have the effect of impairing the ability of the Stockholder to perform the Stockholder's obligations hereunder; (e) acquire, directly under this Agreement or indirectly, any Claims against, any interest therein, preventing or Equity Interests in, delaying the consummation of any of the Debtorstransactions contemplated hereby; or (f) take any actionprovided, directly or indirectlyhowever, -------- ------- that would cause Toy Biz during the term of this Agreement, the Stockholder shall be permitted to breach or fail effect a Disposition of up to 200,000 Company Shares so long as the Stockholder uses his reasonable best efforts to retain the right to vote such Company Shares in any material respect matters referred to perform or comply with any of its covenants and agreements contained in the Master Agreement or to breach its representations and warranties contained in the Master Agreement in any material respect. (ii) Stockholder agrees, while this Agreement is in effect, to promptly notify the Designated Consenting Lender of the number of any new shares of Common Stock acquired by him after the date Section 1.1 hereof.

Certain Covenants of Stockholder. (ia) Except in accordance with Restriction on Transfer of Shares, Proxies and Noninterference. During -------------------------------------------------------------- the provisions term of this Agreement, Stockholder agreesshall not, while directly or indirectly: (A) except pursuant to the terms of this Agreement is and except for the tender of Shares in effectthe Offer, that he shall not: (a) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares Shares; (B) except pursuant to the terms of this Agreement; (b) , grant any proxies (other than proxies relating to the election of management's slate of directors at an annual meeting of Company's stockholders, and other routine matters which would not require the filing of a preliminary proxy granted hereunderstatement under Rule 14a-6(a) of the Exchange Act), or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement or otherwise transfer or convey any voting rights with respect to any of the Shares; ; or (cC) solicit take any action that would make any representation or initiatewarranty contained herein untrue or incorrect or have the effect of impairing the ability of Stockholder to perform Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Merger Agreement; provided, or encourage or support however, that notwithstanding the submission offoregoing, Stockholder may transfer Shares to any plan of reorganization charitable foundation established by him if, and only if, such charitable foundation (i) acknowledges in writing its understanding and agreement that the Shares so transferred to it shall remain subject to this Agreement, and (ii) further agrees to be bound by the terms hereof with respect to Marvel, other than the Plan of Reorganization contemplated by the Master Agreement; (d) take any action, directly or indirectly, in conflict or inconsistent with Stockholder's obligations hereunder; (e) acquire, directly or indirectly, any Claims against, any interest therein, or Equity Interests in, any of the Debtors; or (f) take any action, directly or indirectly, that would cause Toy Biz to breach or fail in any material respect to perform or comply with any of its covenants and agreements contained in the Master Agreement or to breach its representations and warranties contained in the Master Agreement in any material respectsuch Shares. (ii) Stockholder agrees, while this Agreement is in effect, to promptly notify the Designated Consenting Lender of the number of any new shares of Common Stock acquired by him after the date hereof.