Common use of COVENANTS OF XXXXXXXX Clause in Contracts

COVENANTS OF XXXXXXXX. Xxxxxxxx hereby covenants and agrees with --------------------- SyQuest as follows: a. During any Restricted Period applicable to the Preferred Shares, the Warrant or the Converted Stock, neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will: (1) offer or sell such Preferred Shares, Warrant or Converted Stock other than in an Offshore Transaction; (2) engage in any Directed Selling Efforts with respect to such Preferred Shares, Warrant or Converted Stock; (3) offer or sell such Preferred Shares, Warrant or Converted Stock other than: (A) in accordance with Rule 903 or Rule 904 of Regulation S; (B) pursuant to registration under the Securities Act or (C) pursuant to an available exemption therefrom; or (4) offer or sell such Preferred Shares, the Warrant or Converted Stock, to any U.S. Person or for the account or benefit of any U.S. Person. b. Neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will at any time offer or sell any Preferred Shares, the Warrant or any Converted Stock other than pursuant to registration under the Securities Act or pursuant to an available exemption therefrom. x. Xxxxxxxx will agree not to convert its Preferred Stock for a maximum period of 60 days following a successful public offering of the Common Stock in excess of $25 million in a single transaction, if all other convertible security holders are bound by the same restriction. d. At the 1997 Annual Meeting of SyQuest's stockholders, Xxxxxxxx will vote all shares of Common Stock owned by Xxxxxxxx as of the applicable record date in favor of an increase in the authorized number of shares of Common Stock to 120,000,000.

COVENANTS OF XXXXXXXX. Xxxxxxxx hereby covenants and agrees with --------------------- SyQuest as follows: a. During any Restricted Period applicable to the Preferred Initial Shares, the Warrant or the Converted StockWarrant Shares, neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will: (1) offer or sell such Preferred initial Shares, Warrant or Converted Stock Warrant Shares other than in an Offshore Transaction; (2) engage in any Directed Selling Efforts with respect to such Preferred Initial Shares, Warrant or Converted StockWarrant Shares; (3) offer or sell such Preferred Initial Shares, Warrant or Converted Stock Warrant Shares other than: (A) in accordance with Rule 903 or Rule 904 of Regulation S; (B) pursuant to registration under the Securities Act or (C) pursuant to an available exemption therefrom; or (4) offer or sell such Preferred Initial Shares, the Warrant or Converted StockWarrant Shares, to any U.S. Person or for the account or benefit of any U.S. Person. b. Neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will at any time offer or sell any Preferred Initial Shares, the Warrant or any Converted Stock Warrant Shares other than pursuant to registration under the Securities Act or pursuant to an available exemption therefrom. x. Xxxxxxxx will agree not to convert its Preferred Stock for a maximum period of 60 days following a successful public offering of the Common Stock in excess of $25 million in a single transaction, if all other convertible security holders are bound by the same restriction. d. At the 1997 Annual Meeting of SyQuest's stockholders, Xxxxxxxx will vote all shares of Common Stock owned by Xxxxxxxx as of the applicable record date in favor of an increase in the authorized number of shares of Common Stock to 120,000,000.

COVENANTS OF XXXXXXXX. Xxxxxxxx hereby covenants and agrees --------------------- with --------------------- SyQuest IPEC as follows: a. During any Restricted Period applicable to the Preferred Shares, the Converted Stock, the Warrant or the Converted StockWarrant Shares, neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will: (1) offer or sell such Preferred Shares, Converted Stock, Warrant or Converted Stock Warrant Shares other than in an Offshore Transaction; (2) engage in any Directed Selling Efforts with respect to such Preferred Shares, Converted Stock, Warrant or Converted StockWarrant Shares; (3) offer or sell such Preferred Shares, Converted Stock, Warrant or Converted Stock Warrant Shares other than: (A) in accordance with Rule 903 or Rule 904 of Regulation S; (B) pursuant to registration under the Securities Act or (C) pursuant to an available exemption therefrom; or (4) offer or sell such Preferred Shares, the Warrant or Converted Stock, Warrant or Warrant Shares to any U.S. Person or for the account or benefit of any U.S. Person. b. Neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will at any time offer or sell any Preferred Shares, the Converted Stock, Warrant or any Converted Stock Warrant Shares other than pursuant to registration under the Securities Act or pursuant to an available exemption therefrom. x. Xxxxxxxx will agree not to convert its Preferred Stock for a maximum period of 60 days following a successful public offering of the Common Stock in excess of $25 million in a single transaction, if all other convertible security holders are bound by the same restriction. d. At the 1997 Annual Meeting of SyQuest's stockholders, Xxxxxxxx will vote all shares of Common Stock owned by Xxxxxxxx as of the applicable record date in favor of an increase in the authorized number of shares of Common Stock to 120,000,000.

COVENANTS OF XXXXXXXX. Xxxxxxxx hereby covenants and agrees with --------------------- SyQuest Informix as follows: a. During any Restricted Period applicable to the Initial Preferred Shares, the Warrant Option Preferred Shares or the Converted StockStock issuable with respect thereto, neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will: (1) offer or sell such Initial Preferred Shares, Warrant Option Preferred Shares or Converted Stock other than in an Offshore Transaction; (2) engage in any Directed Selling Efforts with respect to such Initial Preferred Shares, Warrant Option Preferred Shares or Converted Stock; (3) offer or sell such Initial Preferred Shares, Warrant Option Preferred Shares or Converted Stock other than: (A) in accordance with Rule 903 or Rule 904 of Regulation S; (B) pursuant to registration under the Securities Act or (C) pursuant to an available exemption therefrom; or (4) offer or sell such Initial Preferred Shares, the Warrant Option Preferred Shares or Converted Stock, to any U.S. Person or for the account or benefit of any U.S. Person. The foregoing restriction shall not apply to the Initial Preferred Shares, the Option Preferred Shares or the Converted Stock issuable with respect thereto, if Section 7 is applicable or the offer or sale is made pursuant to registration under the Securities Act or an available exemption therefrom. b. Neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will at any time offer or sell any Initial Preferred Shares, the Warrant any Option Preferred Shares or any Converted Stock other than pursuant to registration under the Securities Act or pursuant to an available exemption therefrom. x. c. Solely with respect to Joint Preferred Shares, if any, Xxxxxxxx will agree not to convert hereby irrevocably waives for itself and its Preferred Stock for a maximum period of 60 days following a successful public offering successors the benefit of the Common Stock provision in excess of $25 million the term the "Conversion Price" as defined in a single transaction, if all other convertible security holders are bound by the same restriction. d. At the 1997 Annual Meeting of SyQuest's stockholders, Xxxxxxxx will vote all shares of Common Stock owned by Xxxxxxxx as Section 4(E) of the applicable record date in favor Certificate of an increase in the authorized number of shares of Common Stock to 120,000,000Designation that such Conversion Price shall not exceed $12.00.