Common use of Covenants Related to Pooling of Interests Clause in Contracts

Covenants Related to Pooling of Interests. Notwithstanding any other provision hereof to the contrary and in accordance with XXX Xx. 000, during the period commencing on the date hereof and continuing until such date after the Effective Time as shall be the first market trading day following the date Netgateway publishes financial results covering at least thirty (30) days of combined operations of Netgateway and the Company, Affiliate will not sell, exchange, transfer, pledge, distribute, make any gift or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to reduce or having the effect, directly or indirectly, of reducing his risk relative to any shares of Company Common Stock, or any rights, options or warrants to purchase Company Common Stock, or any Netgateway Common Stock received by Affiliate in connection with the Merger. For the purposes of this Agreement, (i) "Company Common Stock" shall mean all shares of Company Common Stock and any other securities of the Company held by Affiliate, including all securities as to which Affiliate has sole or shared voting or investment power, and all rights, options and warrants to acquire shares of capital stock or other securities of Company granted to or held by Affiliate, and (ii) "Netgateway Common Stock" shall mean all Netgateway Common Stock that are issued by Netgateway to Affiliate in connection with the Merger. Netgateway may, at its discretion, cause a restrictive legend to the foregoing effect to be placed on certificates representing Netgateway Common Stock issued to Affiliate in the Merger and place a stop transfer notice consistent with the foregoing with its transfer agent with respect to the certificates. Notwithstanding the foregoing, Affiliate shall be entitled to sell or dispose of shares so long as such sale or disposition is in accordance with XXX Xx. 000 and the "de minimis" test set forth in the Commission's Staff Accounting Bulletin No. 76; PROVIDED that Affiliate has first obtained Netgateway's prior written approval of any such proposed sale or disposition.

Covenants Related to Pooling of Interests. Notwithstanding any other ----------------------------------------- provision hereof of this Affiliate Agreement to the contrary and in accordance with XXX Xx. 000contrary, during the period commencing on the date hereof and continuing hereof, consistent with Accounting Standards Release ("ASR") No. 135, which period the parties agree will continue until such date after the Effective Time as shall be the first market trading day following the date Netgateway Baan publishes financial results covering at least thirty (30) 30 days of combined operations of Netgateway Baan and the Company, Affiliate will not sell, exchange, transfer, pledge, distribute, make any gift or otherwise dispose of or grant any option, establish any "short" or put-equivalent position with respect to or enter into any similar transaction (through derivatives or otherwise) intended to reduce or having the effect, directly or indirectly, of reducing his risk relative to any shares of Company Common StockSecurities (as hereinafter defined), or any rights, options or warrants to purchase Company Common StockSecurities, or any Netgateway Common Stock Merger Securities (as hereinafter defined) or other securities of Baan received by Affiliate in connection with the Merger. For the purposes of this Agreement, (i) "Company Common StockSecurities" shall mean mean, collectively, all shares of Company Common Stock and any other securities of the Company held by Affiliate, including all securities as to which Affiliate has sole or shared voting or investment power, and all rights, options and warrants to acquire shares of capital stock or other securities of Company granted to or held by Affiliate, and (ii) "Netgateway Common StockMerger Securities" shall mean mean, collectively, all Netgateway Baan Common Stock Shares that are or may be issued by Netgateway to Affiliate Baan in connection with the MergerMerger or the transactions contemplated by the Merger Agreement, and any Securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof. Netgateway Baan may, at its discretion, cause a restrictive legend to the foregoing effect to be placed on certificates representing Netgateway Common Stock Merger Securities issued to Affiliate in the Merger and place a stop transfer notice consistent with the foregoing with its transfer agent with respect to the certificates. Notwithstanding the foregoing, Affiliate shall be is entitled to sell or dispose of shares so long as such sale or disposition is in accordance with XXX Xx. 000 and the "de minimis" test set forth in the Commission's Commission Staff Accounting Bulletin No. 76; PROVIDED provided that Affiliate Shareholder -------- has first obtained NetgatewayBaan's prior written approval of any such proposed sale or disposition.