Common use of Certain Covenants of Stockholders Clause in Contracts

Certain Covenants of Stockholders. (a) Restriction on Transfer of Subject Shares, Proxies and ------------------------------------------------------ Noninterference. During the period from and including the thirtieth calendar --------------- day immediately preceding the Effective Time through and including the earlier of the Effective Time and the date that is one year after the date on which the Merger Agreement is terminated pursuant to Section 8.1 thereof (the "Restricted Period"), no Stockholder shall, directly or indirectly, except pursuant to the terms of this Agreement or the Merger Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares), 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 (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares), any or all of such Stockholder's Subject Shares; provided, however, that the provisions of this sentence shall not apply to any of Advent Atlantic & Pacific Limited Partnership, Advent Industrial II, L.P., Advent VI, L.P., Xxxx & Co., Saturn & Co. and T.A. Venture Investors Limited Partnership. During the period from and including the date hereof through and including the last day of the Restricted Period, no Stockholder shall, directly or indirectly, (i) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney, deposit any of such Stockholder's Subject Shares into a voting trust or enter into a voting agreement with respect to any of such Stockholder's Subject Shares or (ii) take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of impairing the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby.

Certain Covenants of Stockholders. (a) Restriction on Transfer of Subject Shares5.1 RESTRICTION ON TRANSFER OF SUBJECT SHARES, Proxies and ------------------------------------------------------ NoninterferencePROXIES AND NONINTERFERENCE. During the period from and including the thirtieth calendar --------------- day immediately preceding the Effective Time through and including the earlier of the Effective Time and the date that is one year after the date on which the Merger Agreement is terminated pursuant to Section 8.1 thereof (the "Restricted Period"), no No Stockholder shallwill, directly or indirectly, : (a) except pursuant to the terms of this Agreement or and for the conversion of Subject Shares at the Effective Time pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares)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 (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares)of, any or all of such Stockholder's Subject Shares; providedShares other than any sale, howevertransfer or assignment to members of such Stockholder's family, that a family trust of such Stockholder or a charitable institution if the provisions transferee of this sentence shall not apply such Subject Shares agrees in writing to any be bound by the terms hereof and notice of Advent Atlantic & Pacific Limited Partnershipsuch sale, Advent Industrial IItransfer or assignment, L.P., Advent VI, L.P., Xxxx & Co., Saturn & Co. and T.A. Venture Investors Limited Partnership. During the period from and including the date hereof through name and including the last day address of the Restricted Periodpurchaser, no Stockholder shalltransferree or assignee, directly is delivered to Parent pursuant to Section 6.6. hereof; (b) acquire any Shares or indirectlyother securities of the Company (other than in connection with a transaction of the type described in Section 5.2 or the grant of Shares to Directors as Director compensation in accordance with past practice) or enter into any contract, option, arrangement or other undertaking with respect to the direct or indirect acquisition of any interest in or the voting of any Subject Shares or any other securities of the Company; (ic) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney, deposit any of such Stockholder's Subject Shares into a voting trust or enter into a voting agreement with respect to any of such Stockholder's Subject Shares Shares; or (iid) take any action that would reasonably be expected to make any representation of its representations or warranty warranties contained herein untrue or incorrect or have the effect of impairing the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby.

Certain Covenants of Stockholders. (a) Restriction on Transfer of Subject Shares3.1 RESTRICTION ON TRANSFER OF SUBJECT SHARES, Proxies and ------------------------------------------------------ NoninterferencePROXIES AND NONINTERFERENCE. During the period from and including the thirtieth calendar --------------- day immediately preceding the Effective Time through and including the earlier of the Effective Time and the date that is one year after the date on which the Merger Agreement is terminated pursuant to Section 8.1 thereof (the "Restricted Period"), no No Stockholder shallwill, directly or indirectly, : (a) except pursuant to the terms of this Agreement or the Merger Agreement, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares)of, or (ii) enter into any contract, option or other arrangement or understanding with respect to or (iii) consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares)of, any or all of such Stockholder's Subject Shares; providedShares other than any sale, howevertransfer, that assignment or other action restricted by this clause 3.1(a) to members of such Stockholder's immediate family, a family trust of such Stockholder or a charitable institution (each a "PERMITTED TRANSFEREE")if, in each case, the provisions transferee of this sentence shall not apply such Subject Shares agrees in writing to any be bound by the terms hereof and notice of Advent Atlantic & Pacific Limited Partnershipsuch sale, Advent Industrial IItransfer or assignment, L.P., Advent VI, L.P., Xxxx & Co., Saturn & Co. and T.A. Venture Investors Limited Partnership. During the period from and including the date hereof through name and including the last day address of the Restricted Periodpurchaser, no Stockholder shalltransferee or assignee, directly or indirectly, is delivered to Interstate pursuant to Section 4.6 hereof; (ib) except pursuant to the terms of this Agreement, grant any proxies or powers of attorneyattorney with respect to any Subject Shares, deposit any of such Stockholder's Subject Shares into a voting trust or enter into a voting agreement with respect to any of such Stockholder's Subject Shares Shares; or (iic) take any action that would could reasonably be expected to make any representation of its representations or warranty warranties contained herein untrue or incorrect or have the effect of impairing the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated herebyby this Agreement or the Merger Agreement.

Certain Covenants of Stockholders. (a) Restriction on Transfer of Subject Shares5.1 RESTRICTION ON TRANSFER OF SUBJECT SHARES, Proxies and ------------------------------------------------------ NoninterferencePROXIES AND NONINTERFERENCE. During the period from and including the thirtieth calendar --------------- day immediately preceding the Effective Time through and including the earlier of the Effective Time and the date that is one year after the date on which the Merger Agreement is terminated pursuant to Section 8.1 thereof (the "Restricted Period"), no No Stockholder shallwill, directly or indirectly, : (a) except pursuant to the terms of this Agreement or and for the conversion of Subject Shares at the Effective Time pursuant to the terms of the Merger Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares)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 (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares)of, any or all of such Stockholder's Subject Shares; providedShares other than any sale, howevertransfer or assignment to members of such Stockholder's family, that a family trust of such Stockholder or a charitable institution if the provisions transferee of this sentence shall not apply such Subject Shares agrees in writing to any be bound by the terms hereof and notice of Advent Atlantic & Pacific Limited Partnershipsuch sale, Advent Industrial IItransfer or assignment, L.P., Advent VI, L.P., Xxxx & Co., Saturn & Co. and T.A. Venture Investors Limited Partnership. During the period from and including the date hereof through name and including the last day address of the Restricted PeriodMerger Sub, no Stockholder shalltransferree or assignee, directly is delivered to Parent pursuant to Section 6.6. hereof; (b) acquire any Shares or indirectlyother securities of the Company (other than in connection with a transaction of the type described in Section 5.2) or enter into any contract, option, arrangement or other undertaking with respect to the direct or indirect acquisition of any interest in or the voting of any Subject Shares or any other securities of the Company; (ic) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney, deposit any of such Stockholder's Subject Shares into a voting trust or enter into a voting agreement with respect to any of such Stockholder's Subject Shares Shares; or (iid) take any action that would reasonably be expected to make any representation of its representations or warranty warranties contained herein untrue or incorrect or have the effect of impairing the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby.

Certain Covenants of Stockholders. (a) Restriction on Transfer of Subject Shares4.1 RESTRICTION ON TRANSFER OF SUBJECT SECURITIES, Proxies and ------------------------------------------------------ NoninterferencePROXIES AND NONINTERFERENCE. During the period from and including the thirtieth calendar --------------- day immediately preceding the Effective Time through and including the earlier of the Effective Time and the date that is one year after the date on which the Merger Agreement is terminated pursuant to Section 8.1 thereof (the "Restricted Period"), no No Stockholder shallwill, directly or indirectly, : (a) except pursuant to the terms of this Agreement or the Merger Agreement, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of of, (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares), or ii) enter into any contract, option or other arrangement or understanding with respect to to, or (iii) vote or give consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of (including in the case of Preferred Shares, by reason of conversion thereof into Common Shares)of, any or all of such Stockholder's Subject Shares; providedSecurities other than any sale, howevertransfer, assignment or other action restricted by this clause 4.1(a) to members of such Stockholder's immediate family, a family trust of such Stockholder, a charitable institution or Related Transferee of such Stockholder (as such term is defined in that certain Investor Agreement between the provisions Company and certain of this sentence shall not apply the Stockholders, dated as of October 20, 2000) (each, a "PERMITTED TRANSFEREE") if, in each case, the transferee of such Subject Securities agrees in writing to any be bound by the terms hereof and notice of Advent Atlantic & Pacific Limited Partnershipsuch sale, Advent Industrial IItransfer or assignment, L.P., Advent VI, L.P., Xxxx & Co., Saturn & Co. and T.A. Venture Investors Limited Partnership. During the period from and including the date hereof through name and including the last day address of the Restricted Periodpurchaser, no Stockholder shalltransferee or assignee, directly or indirectly, is delivered to MeriStar pursuant to Section 5.6 hereof; (ib) except pursuant to the terms of this Agreement, grant any proxies or powers of attorneyattorney with respect to any Subject Securities, deposit any of such Stockholder's Subject Shares Securities into a voting trust or enter into a voting agreement with respect to any of such Stockholder's Subject Shares Securities; or (iic) take any action that would could reasonably be expected to make any representation of its representations or warranty warranties contained herein untrue or incorrect or have the effect of impairing the ability of such Stockholder to perform such Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated herebyby this Agreement or the Merger Agreement.