Common use of Covenants of the Stockholder Clause in Contracts

Covenants of the Stockholder. Except in accordance with the provisions of this Agreement, the Stockholder agrees, until the Termination Date, not to: (a) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other transfer, pledge, assignment or other disposition of, any Shares, except that (i) if required by the terms of the First Refusal Agreement, the Stockholder may sell the Shares to Stelco pursuant to a First Refusal Purchase, or (ii) the Stockholder, upon a minimum of three (3) days prior written notice to the Purchaser and upon expiration of any rights Stelco may have to purchase the Shares under the First Refusal Agreement, may sell or transfer the Shares to a purchaser or transferee that is a citizen of the United States of America or Canada and executes with the Purchaser an agreement containing the same terms hereof; provided, however, that no sale or transfer shall be permitted hereunder to any purchaser or transferee that Parent believes, in its reasonable judgment, intends or may intend to engage in any transaction which may involve a change of control such as a merger, reorganization or acquisition of the Company, other than the transactions contemplated by the Merger Agreement or this Agreement; (b) acquire any additional shares of Common Stock without the prior written consent of Purchaser other than pursuant to the exercise of existing stock options or similar rights; (c) enter into a voting agreement with respect to any Shares; or (d) directly or indirectly, initiate discussions or engage in negotiations with any corporation, partnership, person or other entity or group (other than Purchaser) concerning any possible acquisition of the Shares or any possible merger, purchase of assets, purchase of stock or similar transactions involving the Company or any major asset of the Company.

Covenants of the Stockholder. Except in accordance with Stockholder covenants and agrees for the provisions benefit of this Agreement, the Stockholder agreesParent that, until the Irrevocable Proxy Termination Date, not tohe will not: (a) sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option or other transfer, pledge, assignment or other disposition of, any Shares, except that (i) if required than as expressly contemplated by the terms of the First Refusal this Agreement, the Stockholder may sell the Shares to Stelco pursuant to a First Refusal Purchase, grant any powers of attorney or (ii) the Stockholder, upon a minimum of three (3) days prior written notice to the Purchaser and upon expiration proxies or consents in respect of any rights Stelco may have to purchase the Shares under the First Refusal Agreement, may sell or transfer the Shares to a purchaser or transferee that is a citizen of the United States of America or Canada and executes with the Purchaser an agreement containing the same terms hereof; provided, however, that no sale or transfer shall be permitted hereunder to any purchaser or transferee that Parent believes, in its reasonable judgment, intends or may intend to engage in any transaction which may involve a change of control such as a merger, reorganization or acquisition of the Company, other than the transactions contemplated by the Merger Agreement or this Agreement; (b) acquire any additional shares of Company Common Stock without the prior written consent Stock, deposit any of Purchaser other than pursuant to the exercise of existing stock options or similar rights; (c) such shares into a voting trust, enter into a voting agreement with respect to any Sharesof such shares or otherwise restrict or take any action adversely affecting the ability of Stockholder freely to exercise all voting rights with respect thereto; or (db) except as expressly permitted by the Merger Agreement, directly or indirectlyindirectly through his agents and representatives, initiate discussions initiate, solicit or encourage, any inquiries or the making or implementation of any Acquisition Proposal (as defined in the Merger Agreement), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implementation Acquisition Proposal; and, except as expressly permitted by the Merger Agreement, Stockholder shall (i) immediately cease and cause to be terminated any existing activities, including discussions or negotiations with any corporation, partnership, person or other entity or group (other than Purchaser) concerning parties conducted heretofore with respect to any possible acquisition of the Shares foregoing and will take the necessary steps to inform his or her agents and representatives of the obligations undertaken in this Section 3(b), and (ii) notify Parent promptly if any such inquiries or proposals are received by him, any such information is requested from him, or any possible merger, purchase of assets, purchase of stock such negotiations or similar transactions involving the Company discussions are sought to be initiated or any major asset of the Companycontinued with him.

Covenants of the Stockholder. Except in accordance with the provisions of this Agreement, the Stockholder agrees, until the Termination Date, not to: (a) 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 Shares, except that (i) if required by the terms of the First Refusal Agreement, the Stockholder may sell the Shares to Stelco pursuant to a First Refusal Purchase, or (ii) the Stockholder, upon a minimum of three (3) days prior written notice to the Purchaser and upon expiration of any rights Stelco may have to purchase the Shares under the First Refusal Agreement, may sell or transfer the Shares to a purchaser or transferee that is a citizen of the United States of America or Canada and executes with the Purchaser an agreement containing the same terms hereof; provided, however, that no sale or transfer shall be permitted hereunder to any purchaser or transferee that Parent believes, in its reasonable judgment, intends or may intend to engage in any transaction which may involve a change of control such as a merger, reorganization or acquisition of the Company, other than the transactions contemplated by the Merger Agreement or this Agreement; (b) acquire any additional shares of Common Stock without the prior written consent of Purchaser other than pursuant to the exercise of existing stock options or similar rights; (c) enter into a voting agreement with respect to any Shares; or (d) directly or indirectly, initiate discussions or engage in negotiations with any corporation, partnership, person or other entity or group (other than Purchaser) concerning any possible acquisition of the Shares or any possible merger, purchase of assets, purchase of stock or similar transactions involving the Company or any major asset of the Company.

Covenants of the Stockholder. Except The Stockholder hereby covenants and agrees as follows: 6.1 While this Agreement is in accordance with the provisions of this Agreementeffect, the Stockholder agrees, until the Termination Dateand except as expressly contemplated hereby, not to: (a) to sell, transfer, pledge, assign encumber, assign, distribute, gift or otherwise dispose ofof (collectively, a "Transfer") or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or entity or enter into any contract, option or other transferarrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, pledge, assignment cash settlement or other disposition otherwise) of, any Shares, except that (i) if required by the terms of the First Refusal Agreement, the Stockholder may sell the Existing Shares to Stelco pursuant to a First Refusal Purchase, or (ii) owned beneficially and of record by the Stockholder, upon any Shares acquired by the Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into Common Stock including, without limitation, the Notes and the Warrants, any other capital stock of the Company or any interest in any of the foregoing with any person or entity. 6.2 In case of a minimum of three (3) days prior written notice to the Purchaser and upon expiration stock dividend or distribution, or any change in Common Stock by reason of any rights Stelco may have stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to purchase refer to and include the Shares under the First Refusal Agreement, may sell as well as all such stock dividends and distributions and any securities into which or transfer for which any or all of the Shares to a purchaser may be changed or transferee that is a citizen exchanged or which are received in such transaction. 6.3 Except as permitted of the United States of America or Canada and executes with the Purchaser an agreement containing the same terms hereof; provided, however, that no sale or transfer shall be permitted hereunder to any purchaser or transferee that Parent believes, in its reasonable judgment, intends or may intend to engage in any transaction which may involve a change of control such as a merger, reorganization or acquisition of the Company, other than the transactions contemplated Stockholder by the Merger Agreement as a member of the Company's Board of Directors in order to comply with such member's fiduciary duties, during the term of this Agreement it shall not, and shall not authorize any of its representatives to, and shall not permit any of its representatives to, directly or this Agreement; indirectly, (ba) acquire solicit, initiate or encourage, or take any additional shares other action to facilitate, the submission of Common Stock without the prior written consent of Purchaser other than pursuant to the exercise of existing stock options any Acquisition Proposal or similar rights; (c) enter into a voting agreement any proposal with respect to any Shares; or matter described in Section 6.1 hereof or (db) directly participate in or indirectlyencourage any discussion or negotiations regarding, initiate or furnish to any person or entity any non-public information with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. The Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or engage in negotiations with any corporation, partnership, person or other entity or group (other than Purchaser) concerning parties conducted heretofore with respect to any possible acquisition Acquisition Proposal or any matter described in Section 6.1, and the Stockholder will take all necessary steps to inform its respective representatives of the obligations undertaken by the Stockholder pursuant to this Section 6.3. 6.4 While this Agreement is in effect, it shall notify Parent promptly (and in any event within one business day) in writing of (i) the number of any additional Shares acquired by the Stockholder, if any, after the date hereof and (ii) any such inquiries or proposals that are received by, any such information which is requested from, or any possible mergersuch negotiations or discussions that are sought to be initiated or continued with, purchase the Stockholder with respect to any matter described in Section 6.1 or 6. 6.5 The Stockholder will not take any action which would have the effect of assets, purchase of stock preventing or similar transactions involving disabling the Company or any major asset of Stockholder from performing the CompanyStockholder's obligations under this Agreement.