Common use of Covenants of the Company Stockholders Clause in Contracts

Covenants of the Company Stockholders. (a) Each Company Stockholder agrees to vote all of his, her or its currently owned shares of Company Common Stock for the approval of the Merger, the Merger Agreement (in the form executed as of the date hereof, with such changes thereto as the parties to the Merger Agreement may agree prior to such changes), and the transactions contemplated therein. (b) Each Company Stockholder, in his, her or its capacity as such, further agrees to convert, at the Closing, all in-the-money options and warrants to purchase shares of Company Common Stock into cash in accordance with Section 1.05(c) of the Merger Agreement. (c) Except in accordance with the provisions of this Agreement or as expressly set forth in the Merger Agreement, each Company Stockholder agrees, until the termination of this Agreement, not to: (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any Company Securities; or (ii) deposit any Company Securities into a voting trust, enter into a voting agreement or otherwise grant any voting rights to any other person or entity with respect to any Company Securities. (d) Until such time as this Agreement is terminated, each Company Stockholder agrees to take any actions as reasonably requested by the Company or Saratoga, within his, her or its power as are necessary or appropriate to enable the Company to satisfy the conditions precedent set forth in the Merger Agreement to Saratoga's obligations to consummate the Merger, and to use his, her or its best efforts to cause the Company to satisfy such conditions precedent; provided, however, that such Company Stockholder shall not be required to pay any moneys or incur any liability in connection with the foregoing. (e) The provisions of this Section 2 are subject to the terms of that certain Option Agreement dated March 16, 1998 by and between Xxxxxx Xxxxx and Saratoga.

Covenants of the Company Stockholders. (a) Each Company Stockholder agrees to vote all of his, her or its his currently owned shares of Company Common Stock for the approval of the Merger, the Merger Agreement (in the form executed as of the date hereof, with such changes thereto as the parties to the Merger Agreement may agree prior to such changes), and the transactions contemplated therein. (b) Each Company Stockholder, in his, her or its his capacity as such, further agrees to convert, at the Closing, all in-the-money options and warrants to purchase shares of Company Common Stock into the cash and shares of Class A Common Stock in accordance with Section 1.05(c1.05(d) of the Merger Agreement. (c) Except in accordance with the provisions of this Agreement or as expressly set forth in the Merger Agreement, each Company Stockholder agrees, until the termination of this Agreement, not to: (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any Company Securities; or (ii) deposit any Company Securities into a voting trust, enter into a voting agreement or otherwise grant any voting rights to any other person or entity with respect to any Company Securities. (d) Until such time as this Agreement is terminated, each Company Stockholder agrees to take any actions as reasonably requested by the Company or Saratoga, within his, her or its his power as are necessary or appropriate to enable the Company to satisfy the conditions precedent set forth in the Merger Agreement to Saratoga's obligations to consummate the Merger, and to use his, her or its his best efforts to cause the Company to satisfy such conditions precedent; provided, however, that such Company Stockholder shall not be required to pay any moneys or incur any liability in connection with the foregoing. (e) The provisions In addition, for a period commencing on the date of this Section 2 are subject Agreement and ending on the earlier to occur of (i) the third anniversary of the Effective Date or (ii) the termination of the Merger Agreement by any party thereto pursuant to the terms thereof, each Company Stockholder hereby agrees that, without the prior written consent of that certain Option Agreement dated March 16Saratoga, 1998 by and between Xxxxxx Xxxxx and he will not, directly or indirectly, through one or more intermediaries or otherwise, participate in any transaction in which one or more parties have done or seek to do any of the following: (i) purchase or acquire, or agree to purchase or acquire, any shares of capital stock or other securities of Saratoga; (ii) solicit, or encourage any other person to solicit, proxies or consents of stockholders of Saratoga, or become a "participant" or otherwise engage in any "solicitation" (as such terms are defined under Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), with respect to any matter in opposition to the recommendation of a majority of the members of the Board of Directors of Saratoga then in office; (iii) acquire or affect, or seek to acquire or affect, control of Saratoga, or influence or seek to influence the management of Saratoga, or directly or indirectly participate in or encourage the formation of any group seeking to influence management or to displace or modify the composition of the Board of Directors of Saratoga; (iv) join a partnership, limited partnership, syndicate or other group within the meaning of Section 13(d) of the Exchange Act for the purpose of acquiring, holding or disposing of any shares of capital stock or other securities of Saratoga; (v) initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to Saratoga, as described in Rule 14a-8 under the Exchange Act, irrespective of whether Rule 14a-8 under the Exchange Act is applicable; or (vi) seek to modify the terms of this paragraph.

Covenants of the Company Stockholders. (a) Each Company Stockholder agrees to vote all of his, her or its his currently owned shares of Company Common Stock for the approval of the Merger, the Merger Agreement (in the form executed as of the date hereof, with such changes thereto as the parties to the Merger Agreement may agree prior to such changes), and the transactions contemplated therein. (b) Each Company Stockholder, in his, her or its his capacity as such, further agrees to convert, at the Closing, all in-the-money options and warrants to purchase shares of Company Common Stock into the cash and shares of Class A Common Stock in accordance with Section 1.05(c1.05(d) of the Merger Agreement. (c) Except in accordance with the provisions of this Agreement or as expressly set forth in the Merger Agreement, each Company Stockholder agrees, until the termination of this Agreement, not to: (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any Company Securities; or (ii) deposit any Company Securities into a voting trust, enter into a voting agreement or otherwise grant any voting rights to any other person or entity with respect to any Company Securities. (d) Until such time as this Agreement is terminated, each Company Stockholder agrees to take any actions as reasonably requested by the Company or Saratoga, within his, her or its his power as are necessary or appropriate to enable the Company to satisfy the conditions precedent set forth in the Merger Agreement to Saratoga's obligations to consummate the Merger, and to use his, her or its his best efforts to cause the Company to satisfy such conditions precedent; provided, however, that such Company Stockholder shall not be required to pay any moneys or incur any liability in connection with the foregoing. (e) The provisions In addition, for a period commencing on the date of this Section 2 are subject Agreement and ending on the earlier to occur of (i) the third anniversary of the Effective Date or (ii) the termination of the Merger Agreement by any party thereto pursuant to the terms thereof, each Company Stockholder hereby agrees that, without the prior written consent of that certain Option Agreement dated March 16Saratoga, 1998 by and between Xxxxxx Xxxxx and he will not, directly or indirectly, through one or more intermediaries or otherwise, participate in any transaction in which one or more parties have done or seek to do any of the following: (i) purchase or acquire, or agree to purchase or acquire, any shares of capital stock or other securities of Saratoga.; (ii) solicit, or encourage any other person to solicit, proxies or consents of stockholders of Saratoga, or become a "participant" or otherwise engage in any "solicitation" (as such terms are defined under Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), with respect to any matter in opposition to the recommendation of a majority of the members of the Board of Directors of Saratoga then in office; (iii) acquire or affect, or seek to acquire or affect, control of Saratoga, or influence or seek to influence the management of Saratoga, or directly or indirectly participate in or encourage the formation of any group seeking to influence management or to displace or modify the

Covenants of the Company Stockholders. (a) Each Company Stockholder agrees to vote all of his, her or its currently owned shares of Company Common Stock for the approval of the Merger, the Merger Agreement (in the form executed as of the date hereof, with such changes thereto as the parties to the Merger Agreement may agree prior to such changes), and the transactions contemplated therein. (b) Each Company Stockholder, in his, her or its capacity as such, further agrees to convert, at the Closing, all in-the-money options and warrants to 50 2 purchase shares of Company Common Stock into cash in accordance with Section 1.05(c) of the Merger Agreement. (c) Except in accordance with the provisions of this Agreement or as expressly set forth in the Merger Agreement, each Company Stockholder agrees, until the termination of this Agreement, not to: (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any Company Securities; or (ii) deposit any Company Securities into a voting trust, enter into a voting agreement or otherwise grant any voting rights to any other person or entity with respect to any Company Securities. (d) Until such time as this Agreement is terminated, each Company Stockholder agrees to take any actions as reasonably requested by the Company or Saratoga, within his, her or its power as are necessary or appropriate to enable the Company to satisfy the conditions precedent set forth in the Merger Agreement to Saratoga's obligations to consummate the Merger, and to use his, her or its best efforts to cause the Company to satisfy such conditions precedent; provided, however, that such Company Stockholder shall not be required to pay any moneys or incur any liability in connection with the foregoing. (e) The provisions of this Section 2 are subject to the terms of that certain Option Agreement dated March 16, 1998 by and between Xxxxxx Stevxx Xxxxx and xxx Saratoga.

Covenants of the Company Stockholders. (a) Each Company Stockholder agrees to vote all of his, her or its his currently owned shares of Company Common Stock for the approval of the Merger, the Merger Agreement (in the form executed as of the date hereof, with such changes thereto as the parties to the Merger Agreement may agree prior to such changes), and the transactions contemplated therein. (b) Each Company Stockholder, in his, her or its his capacity as such, further agrees 3 to convert, at the Closing, all in-the-money options and warrants to purchase shares of Company Common Stock into the cash and shares of Class A Common Stock in accordance with Section 1.05(c1.05(d) of the Merger Agreement. (c) Except in accordance with the provisions of this Agreement or as expressly set forth in the Merger Agreement, each Company Stockholder agrees, until the termination of this Agreement, not to: (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any Company Securities; or (ii) deposit any Company Securities into a voting trust, enter into a voting agreement or otherwise grant any voting rights to any other person or entity with respect to any Company Securities. (d) Until such time as this Agreement is terminated, each Company Stockholder agrees to take any actions as reasonably requested by the Company or Saratoga, within his, her or its his power as are necessary or appropriate to enable the Company to satisfy the conditions precedent set forth in the Merger Agreement to Saratoga's obligations to consummate the Merger, and to use his, her or its his best efforts to cause the Company to satisfy such conditions precedent; provided, however, that such Company Stockholder shall not be required to pay any moneys or incur any liability in connection with the foregoing. (e) The provisions In addition, for a period commencing on the date of this Section 2 are subject Agreement and ending on the earlier to occur of (i) the third anniversary of the Effective Date or (ii) the termination of the Merger Agreement by any party thereto pursuant to the terms thereof, each Company Stockholder hereby agrees that, without the prior written consent of that certain Option Agreement dated March 16Saratoga, 1998 by and between Xxxxxx Xxxxx and he will not, directly or indirectly, through one or more intermediaries or otherwise, participate in any transaction in which one or more parties have done or seek to do any of the following: (i) purchase or acquire, or agree to purchase or acquire, any shares of capital stock or other securities of Saratoga; (ii) solicit, or encourage any other person to solicit, proxies or consents of stockholders of Saratoga, or become a "participant" or otherwise engage in any "solicitation" (as such terms are defined under Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), with respect to any matter in opposition to the recommendation of a majority of the members of the Board of Directors of Saratoga then in office; (iii) acquire or affect, or seek to acquire or affect, control of Saratoga, or influence or seek to influence the management of Saratoga, or directly or indirectly participate in or encourage the formation of any group seeking to influence management or to displace or modify the composition of the Board of Directors of Saratoga; (iv) join a partnership, limited partnership, syndicate or other group within the meaning of Section 13(d) of the Exchange 4 Act for the purpose of acquiring, holding or disposing of any shares of capital stock or other securities of Saratoga; (v) initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to Saratoga, as described in Rule 14a-8 under the Exchange Act, irrespective of whether Rule 14a-8 under the Exchange Act is applicable; or (vi) seek to modify the terms of this paragraph.