Common use of Covenants of the Holders Clause in Contracts

Covenants of the Holders. (a) During the period from the date of this Agreement until the expiration of this Agreement, except in accordance with the provisions of this Agreement, each Holder severally and not jointly agrees that he will not: (i) sell, sell short, transfer, pledge, hypothecate, assign or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, assignment or other disposition of, any Optioned Securities or Voting Securities over which such Holder has dispositive power; (ii) deposit any Optioned Securities or Voting Securities over which such Holder has dispositive power into a voting trust, or grant any proxies or enter into a voting agreement with respect to any Optioned Securities or Voting Securities over which such Holder has dispositive power; or (iii) initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal, or agree to or endorse any Acquisition Proposal; except that any Holder who is a member of the board of directors of the Company may conduct himself in the manner expressly permitted under Section 7.2 of the Merger Agreement. (b) Any additional Shares, Stock Options, warrants or other securities or rights exercisable for, exchangeable for or convertible into Shares (collectively, "Equity Securities") acquired by any Holder, or with respect to which any Holder obtains voting power, will become subject to this Agreement and shall, for all purposes of this Agreement, be considered Optioned Securities or Voting Securities, as the case may be. (c) Each Holder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling such Holder from delivering his Optioned Securities to the Parent or the Merger Subsidiary or otherwise performing his obligations under this Agreement. To the extent that any Optioned Securities (other than Shares) may not be assigned by such Holder to the Parent or the Merger Subsidiary without exercising, exchanging or converting such Optioned Securities for or into Shares, each Holder agrees to exercise, exchange or convert such Optioned Securities for or into Shares prior to the closing of the purchase of such Optioned Securities upon exercise of the Option.

Covenants of the Holders. (a) During the period from the date of this Agreement until the expiration of this AgreementExpiration Date, except in accordance with the provisions of this Agreement, each Holder severally and not jointly agrees that he will not: (i) sell, sell short, transfer, pledge, hypothecate, assign or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, assignment or other disposition of, any Optioned Securities or Voting Securities over which such Holder has dispositive powerSecurities; (ii) deposit any Optioned Securities or Voting Securities over which such Holder has dispositive power into a voting trust, or grant any proxies or enter into a voting agreement with respect to any Optioned Securities or Voting Securities over which such Holder has dispositive powerSecurities; or (iii) initiate, solicit or knowingly encourage, directly or indirectly, any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an a Acquisition Proposal, or agree to or endorse any Acquisition Proposal; except that any Holder who is a member of the board of directors of the Company may conduct himself in the manner expressly permitted under Section 7.2 of the Merger Agreement. (b) Any additional Sharesshares of Company Common Stock, Stock Optionswarrants, warrants options or other securities or rights exercisable for, exchangeable for or convertible into Shares shares of Company Common Stock (collectively, "Equity Securities") acquired by any Holder, or with respect to which any Holder obtains voting power, will become subject to this Agreement and shall, for all purposes of this Agreement, be considered Optioned Securities or Voting Securities, as the case may be. (c) Each Holder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling such Holder from delivering his Optioned Securities to the Parent or the Merger Subsidiary Sub or otherwise performing his obligations under this Agreement. To the extent that any Optioned Securities (other than SharesCompany Common Stock) may not be assigned by such Holder to the Parent or the Merger Subsidiary Sub without exercising, exchanging or converting such Optioned Securities for or into SharesCompany Common Stock, each Holder agrees to exercise, exchange or convert such Optioned Securities for or into Shares Company Common Stock prior to the closing of the purchase of such Optioned Securities upon exercise of the Option.

Covenants of the Holders. (a) During the period from the date of this Agreement until the expiration of this Agreement, except in accordance with the provisions of this Agreement, each Holder severally and not jointly agrees that he will not: (i) sell, sell short, transfer, pledge, hypothecate, assign or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, assignment or other disposition of, any Optioned Securities or Voting Securities over which such Holder has dispositive powerSecurities; (ii) deposit any Optioned Securities or Voting Securities over which such Holder has dispositive power into a voting trust, or grant any proxies or enter into a voting agreement with respect to any Optioned Securities or Voting Securities over which such Holder has dispositive powerSecurities; or (iii) initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal, or agree to or endorse any Acquisition Proposal; except that any Holder who is a member of the board of directors of the Company may conduct himself in the manner expressly permitted under Section 7.2 of the Merger Agreement. (b) Any additional Sharesshares of Common Stock, Stock Optionswarrants, warrants options or other securities or rights exercisable for, exchangeable for or convertible into Shares shares of Common Stock (collectively, "Equity Securities") acquired by any Holder, or with respect to which any Holder obtains voting power, will become subject to this Agreement and shall, for all purposes of this Agreement, be considered Optioned Securities or Voting Securities, as the case may be. (c) Each Holder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling such Holder from delivering his Optioned Securities to the Parent or the Merger Subsidiary Sub or otherwise performing his obligations under this Agreement. To the extent that any Optioned Securities (other than SharesCompany Common Stock) may not be assigned by such Holder to the Parent or the Merger Subsidiary Sub without exercising, exchanging or converting such Optioned Securities for or into SharesCompany Common Stock, each Holder agrees to exercise, exchange or convert such Optioned Securities for or into Shares Company Common Stock prior to the closing of the purchase of such Optioned Securities upon exercise of the Option.

Covenants of the Holders. Each Holder agrees: (a) During to be bound by the period from terms and conditions of the date Certificates of this Agreement until which such Holder is the expiration owner and of this Agreement, except including any supplements or amendments hereto, and to perform the obligations of a Holder as set forth therein or herein, in accordance with all respects as if it were a signatory hereto. This undertaking is made for the provisions of this Agreement, each Holder severally and not jointly agrees that he will not: (i) sell, sell short, transfer, pledge, hypothecate, assign or otherwise dispose of, or enter into any contract, option, hedging arrangement or other arrangement or understanding with respect to the sale, transfer, pledge, hypothecation, assignment or other disposition of, any Optioned Securities or Voting Securities over which such Holder has dispositive power; (ii) deposit any Optioned Securities or Voting Securities over which such Holder has dispositive power into a voting trust, or grant any proxies or enter into a voting agreement with respect to any Optioned Securities or Voting Securities over which such Holder has dispositive power; or (iii) initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in the Merger Agreement) or enter into discussions or negotiate with any person or entity in furtherance of such inquiries or to obtain an Acquisition Proposal, or agree to or endorse any Acquisition Proposal; except that any Holder who is a member benefit of the board of directors of Issuer, the Company may conduct himself in the manner expressly permitted under Section 7.2 of the Merger Agreement.Owner Trustee and all other Holders present and future; (b) Any additional Sharesto hereby appoint Paragon Auto as such Holder's agent and attorney-in-fact to sign any federal income tax information return filed on behalf of the Issuer and agree that, Stock Optionsif requested by the Issuer, warrants or other securities or rights exercisable for, exchangeable for or convertible into Shares (collectively, "Equity Securities") acquired it will sign such federal income tax information return in its capacity as holder of an interest in the Issuer. Each Holder also hereby agrees that in its tax returns it will not take any position inconsistent with those taken in any tax returns filed by any Holder, or with respect to which any Holder obtains voting power, will become subject to this Agreement and shall, for all purposes of this Agreement, be considered Optioned Securities or Voting Securities, as the case may be.Issuer; (c) Each if such Holder agrees is other than an individual or other entity holding its Certificate through a broker who reports securities sales on Form 1099-B, to notify the Owner Trustee of any transfer by it of a Certificate in a taxable sale or exchange, within 30 days of the date of the transfer; and (d) until one year and one day following the completion of the events specified in Section 9.1(e), not to, for any reason, institute proceedings for the Issuer or Paragon Auto to engage be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Issuer or Paragon Auto, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or Paragon Auto or a substantial part of its property, or cause or permit the Issuer or Paragon Auto to make any assignment for the benefit of its creditors, or admit in any action writing its inability to pay its debts generally as they become due, or omit to declare or effect a moratorium on its debt or take any action which would have the effect in furtherance of preventing or disabling any such Holder from delivering his Optioned Securities to the Parent or the Merger Subsidiary or otherwise performing his obligations under this Agreement. To the extent that any Optioned Securities (other than Shares) may not be assigned by such Holder to the Parent or the Merger Subsidiary without exercising, exchanging or converting such Optioned Securities for or into Shares, each Holder agrees to exercise, exchange or convert such Optioned Securities for or into Shares prior to the closing of the purchase of such Optioned Securities upon exercise of the Optionaction.