Common use of Other Covenants, Representations and Warranties Clause in Contracts

Other Covenants, Representations and Warranties. Except where the representation, warranty and covenant specifically states that it applies to less than all the Stockholders, each Stockholder hereby represents, warrants and covenants on behalf of such Stockholder, for the benefit of Leighton only, as follows: (a) On the date hereof, such Stockholder is the Beneficial Owner of the number of Shares set forth opposite such Stockholder's name in column 3 of Schedule I hereto. On the date hereof, the Shares set forth opposite such Stockholder's name in column 3 of Schedule I hereto constitute all of the Shares owned of record or Beneficially Owned by such Stockholder. Except as set forth on Schedule I hereto, such Stockholder owns such Shares free and clear of all liens, claims, charges, security interests, mortgages or other encumbrances, and such Shares are not subject to any rights of first refusal, put rights, other rights to purchase or encumber, or to any restrictions other than this Agreement as to the encumbrance, disposition or voting of such Shares. Such Stockholder has controlling voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of disposition, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares set forth opposite such Stockholder's name in column 3 of Schedule I hereto, without limitations, qualifications or restrictions on such rights, except those arising under marital property laws, general fiduciary principles applicable to such Stockholder or, where indicated on Schedule I hereto, as a result of such Stockholder being a trustee of a trust. (b) Such Stockholder has the legal capacity, power and authority to enter into and perform all of such Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by such Stockholder will not violate any other agreement to which such Stockholder is a party including, without limitation, any voting agreement, stockholder agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due execution and delivery by Leighton, constitutes a valid, legal and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by marital property laws applicable to such Stockholder, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is trustee who is not a party to this Agreement and whose consent is required for the execution and delivery of this Agreement or the consummation by any Stockholder of the transactions contemplated hereby. (i) Except for amendments to the Schedule 13D to be filed by each of andMM and Xx. Xxxxxxx X. Meyerson, no filing with or notice to, and no permit, authorization, consent or approval of, any governmental entity is necessary on the part of such Stockholder for the execution of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby; and (ii) none of the execution, delivery or performance of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby nor compliance by such Stockholder with any of the provisions hereof will (A) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, understanding or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's properties or assets may be bound; or (B) conflict with or violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Stockholder or any of such Stockholder's properties or assets. (d) No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by the Letter Agreement based upon arrangements made by or on behalf of such Stockholder (other than in his capacity as an officer or director of the Company). (e) Except for MM, such Stockholder shall not, directly or indirectly: (i) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of its Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (ii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or impairing such Stockholder from performing its obligations under this Agreement. (f) MM shall not, directly or indirectly: (i) except as contemplated by this Agreement, otherwise offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of his Shares; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of his Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or impairing MM from performing his obligations under this Agreement. (g) Such Stockholder understands and acknowledges that Leighton is relying, in part, upon the foregoing representations, warranties and covenants by such Stockholder and on such Stockholder's execution and delivery of this Agreement in entering into the Letter Agreement, the Employment Agreement and the related transactions contemplated thereunder. (h) Neither MM nor any member of his family will apply to the NASD to accelerate the withdrawal of the subordinated loan made by MM or such member of his family prior to the original due date of such subordinated loan.

Other Covenants, Representations and Warranties. Except where the representationEach Stockholder, warranty severally and covenant specifically states that it applies to less than all the Stockholdersnot jointly, each Stockholder hereby represents, warrants and covenants on behalf to Parent and Acquisition as of such Stockholder, for the benefit date hereof and as of Leighton only, the Tender Offer Purchase Time as follows: (a) On the date hereof, such Stockholder is the record and Beneficial Owner of the number of Shares set forth opposite such Stockholder's name in column 3 of Schedule I hereto. On the date hereof, the Shares set forth opposite such Stockholder's name in column 3 of Schedule I hereto constitute all of the Shares owned of record or Beneficially Owned by such Stockholder. Except as set forth on Schedule I hereto, such Such Stockholder owns such Shares free and clear of all liens, claims, charges, security interests, mortgages or other encumbrances, and such Shares are not subject to any rights of first refusal, put rights, other rights to purchase or encumberencumber such Shares, or to any restrictions other than this Agreement as to the encumbrance, disposition or voting of such Shares. Such Stockholder has controlling voting power and sole power to issue instructions with respect to the matters set forth in Section 1 2 hereof, sole power of disposition, sole power of conversion, sole power to demand dissenters' rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares set forth opposite such Stockholder's name in column 3 of Schedule I hereto, without limitations, qualifications or restrictions on such rights, except those arising under marital property laws, laws or general fiduciary principles applicable to such Stockholder or, where indicated on Schedule I hereto, as a result of such Stockholder being a trustee of a trustStockholder. (b) Such Stockholder has the legal capacity, power and authority to enter into and perform all of such Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by such Stockholder will not violate any other agreement to which such Stockholder is a party including, without limitation, any voting agreement, stockholder agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by LeightonParent and Acquisition, constitutes a valid, legal and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by marital property laws applicable to such Stockholder, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is trustee who is not a party to this Agreement and whose consent is required for the execution and delivery of this Agreement or the consummation by any Stockholder of the transactions contemplated hereby. (i) Except for amendments to the Schedule 13D to be filed by each of andMM and Xx. Xxxxxxx X. Meyerson, no No filing with or notice to, and no permit, authorization, consent or approval of, any governmental entity Governmental Entity is necessary on the part of such Stockholder for the execution of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby; and (ii) none of the execution, delivery or performance of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby nor compliance by such Stockholder with any of the provisions hereof will (A) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lienLien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, understanding or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's properties or assets may be bound; or (B) conflict with or violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Stockholder or any of such Stockholder's properties or assets. (d) No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by the Letter Merger Agreement based upon arrangements made by or on behalf of such Stockholder (other than in his capacity as an officer or director of the Company)Stockholder. (e) Except for MMSuch Stockholder shall not, in its capacity as a Stockholder, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person or group (other than Parent and Acquisition or any designees or Parent and Acquisition) concerning any Third Party Acquisition. In addition, such Stockholder will not, in its capacity as a Stockholder, and will instruct his agents and affiliates not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any Person or group (other than Parent or Acquisition). (f) Such Stockholder shall not, directly or indirectly: : (i) tender its Shares in any tender offer or exchange offer for the Shares other than the Offer; (ii) except as contemplated by this Agreement, grant any proxies Agreement or powers of attorney, deposit any of its Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (ii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or impairing such Stockholder from performing its obligations under this Agreement. (f) MM shall not, directly or indirectly: (i) except as contemplated by this Merger Agreement, otherwise offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of his its Shares; (iiiii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of his its Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iiiiv) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or impairing MM such Stockholder from performing his its obligations under this Agreement. (g) Such Stockholder hereby acknowledges that such Stockholder has received a true and correct copy of the Merger Agreement, that such Stockholder has read and understands the provisions thereof (including, but not limited to, the representations and warranties of the Company set forth in Article 3 of the Merger Agreement (the "Company's Representations and Warranties"). Such Stockholder acknowledges that it shall be responsible for indemnifying, reimbursing and holding harmless the Parent Indemnitees (as defined in Section 10(a) below) for breaches of the Company's Representations and Warranties to the extent provided in Section 10 notwithstanding the expiration of the Company's Representations and Warranties pursuant to the Merger Agreement. (h) Such Stockholder understands and acknowledges that Leighton is relying, in part, Parent and Acquisition are relying upon the foregoing representations, warranties and covenants by such Stockholder Stockholder, and on such Stockholder's execution and delivery of this Agreement in entering into the Letter Merger Agreement, the Employment Agreement and the related transactions contemplated thereunder. (h) Neither MM nor any member of his family will apply to the NASD to accelerate the withdrawal of the subordinated loan made by MM or such member of his family prior to the original due date of such subordinated loan.

Other Covenants, Representations and Warranties. Except where the representation, warranty and covenant specifically states that it applies to less than all the Stockholders, each Each Stockholder hereby represents, warrants and covenants on behalf of such Stockholder, for Stockholder only to Parent and Acquisition as of the benefit date hereof and as of Leighton only, the Tender Offer Purchase Time as follows: (a) On the date hereof, such Stockholder is the Beneficial Owner of the number of Shares Company Securities set forth opposite such Stockholder's name in column 3 of Schedule I hereto. On the date hereof, the Shares Company Securities set forth opposite such Stockholder's name in column 3 of Schedule I hereto constitute all of the Shares Company Securities owned of record or Beneficially Owned by such Stockholder. Except as set forth on Schedule I hereto, such Stockholder owns such Shares Company Securities free and clear of all liens, claims, charges, security interests, mortgages or other encumbrances, and such Shares Company Securities are not subject to any rights of first refusal, put rights, other rights to purchase or encumber, or to any restrictions other than this Agreement as to the encumbrance, disposition or voting of such SharesCompany Securities. Such Stockholder has controlling voting power and sole power to issue instructions with respect to the matters set forth in Section 1 2 hereof, sole power of disposition, sole power of conversion, sole power to demand dissenters' rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares Company Securities set forth opposite such Stockholder's name in column 3 of Schedule I hereto, without limitations, qualifications or restrictions on such rights, except those arising under marital property laws, laws or general fiduciary principles applicable to such Stockholder or, where indicated on Schedule I hereto, as a result of such Stockholder being a trustee of a trustStockholder. (b) Such Stockholder has the legal capacity, power and authority to enter into and perform all of such Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by such Stockholder will not violate any other agreement to which such Stockholder is a party including, without limitation, any voting agreement, stockholder agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by LeightonParent and Acquisition, constitutes a valid, legal and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by marital property laws applicable to such Stockholder, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder is trustee who is not a party to this Agreement and whose consent is required for the execution and delivery of this Agreement or the consummation by any Stockholder of the transactions contemplated hereby. (i) Except for amendments to the Schedule 13D to be filed by each of andMM and Xx. Xxxxxxx X. Meyerson, no No filing with or notice to, and no permit, authorization, consent or approval of, any governmental entity Governmental Entity is necessary on the part of such Stockholder for the execution of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby; and (ii) none of the execution, delivery or performance of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby nor compliance by such Stockholder with any of the provisions hereof will (A) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lienLien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, understanding or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's properties or assets may be bound; or (B) conflict with or violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to the Stockholder or any of such Stockholder's properties or assets. (d) No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by the Letter Merger Agreement based upon arrangements made by or on behalf of such Stockholder (other than in his capacity as an officer or director of the Company). (e) Except for MMSuch Stockholder shall not, in its capacity as a Stockholder, directly or indirectly, encourage, solicit, participate in or initiate discussions or negotiations with or provide any non-public information to any Person or group (other than Parent and Acquisition or any designees of Parent and Acquisition) concerning any Third Party Acquisition. In addition, such Stockholder, solely in its capacity as a Stockholder, will not, and will instruct his agents and affiliates not to, directly or indirectly, make or authorize any public statement, recommendation or solicitation in support of any Acquisition Proposal made by any Person or group (other than Parent or Acquisition). (f) Such Stockholder shall not, directly or indirectly: : (i) tender its Company Securities in any tender offer or exchange offer for the Shares other than the Offer; (ii) except as contemplated by this Agreement, grant any proxies Agreement or powers of attorney, deposit any of its Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (ii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or impairing such Stockholder from performing its obligations under this Agreement. (f) MM shall not, directly or indirectly: (i) except as contemplated by this Merger Agreement, otherwise offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of his Sharesits Company Securities; (iiiii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of his Shares its Company Securities into a voting trust or enter into a voting agreement with respect to any SharesCompany Securities; or (iiiiv) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or impairing MM such Stockholder from performing his its obligations under this Agreement. (g) Such Stockholder hereby acknowledges that such Stockholder has received a true and correct copy of the Merger Agreement, that such Stockholder has read and understands the provisions thereof. (h) Such Stockholder understands and acknowledges that Leighton is relying, in part, Parent and Acquisition are relying upon the foregoing representations, warranties and covenants by such Stockholder and on such Stockholder's execution and delivery of this Agreement in entering into the Letter Merger Agreement, the Employment Agreement and the related transactions contemplated thereunder. (h) Neither MM nor any member of his family will apply to the NASD to accelerate the withdrawal of the subordinated loan made by MM or such member of his family prior to the original due date of such subordinated loan.

Other Covenants, Representations and Warranties. Except where the representation, warranty and covenant specifically states that it applies to less than all the Stockholders, each Each Stockholder hereby represents, warrants and covenants (on behalf of such Stockholderhimself and the Corporate Partner of which he is sole shareholder) and Pass (on behalf of herself and the LLC of which she is the sole member), for the benefit of Leighton onlyas applicable, hereby represents and warrants to CenterPoint as follows: (a) On the date hereofOwnership of Corporate Partner Stock, such LLC Interests and HCVT Interests. Such Stockholder is the sole record and Beneficial Owner of all of the number of Shares issued and outstanding Corporate Partner Stock as set forth opposite such Stockholder's name in column 3 on the signature pages hereof. Such LLC Partner is the sole record and Beneficial Owner of Schedule I heretoall of the LLC Interests as set forth opposite such Member's name on the signature pages hereof. On Such Stockholder's Corporate Partner is the date hereof, Beneficial Owner of the Shares percentage of the issued and outstanding HCVT Interests set forth opposite such Stockholder's name on the signature pages hereof. Pass is the Beneficial Owner of the percentage of the issued and outstanding HCVT Interests set forth opposite her name on the signature pages hereof. Such HCVT Interests, together with the number of HCVT Interests set forth opposite each other Stockholder's Corporate Partner or Pass' name on the signature pages hereof, represent the requisite number of HCVT Interests required to approve the Merger, the Merger Agreement, the transactions contemplated by the Merger Agreement and any actions required in column 3 of Schedule I hereto furtherance hereof and thereof. On the Effective Date, the Shares, LLC Interests and HCVT Interests set forth opposite such Seller's name on the signature pages hereof constitute all of the Shares Shares, LLC Interests and HCVT Interests owned of record or Beneficially Owned by Pass or such Stockholder or his Corporate Partner or such Member or the LLC or as to which Pass or such Stockholder or his Corporate Partner or such Member or the LLC has voting power by proxy, voting agreement, voting trust or other similar instrument. Pass or such Stockholder or such Stockholder. Except as set forth on Schedule I hereto, 's Corporate Partner or such Stockholder owns such Shares free and clear of all liens, claims, charges, security interests, mortgages Member or other encumbrances, and such Shares are not subject to any rights of first refusal, put rights, other rights to purchase or encumber, or to any restrictions other than this Agreement as to the encumbrance, disposition or voting of such Shares. Such Stockholder LLC has controlling sole voting power and sole power to issue instructions with respect to the matters set forth in Section 1 hereofof this Agreement, sole power of disposition, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares Shares, LLC Interests and HCVT Interests as set forth opposite such Stockholder's, such Stockholder's Corporate Partner's, such Member's, such LLC Partner's or Pass' name in column 3 of Schedule I heretoon the signature pages hereof, without with no limitations, qualifications or restrictions on such rights, except those arising under marital property laws, general fiduciary principles applicable to such Stockholder or, where indicated on Schedule I hereto, as a result of such Stockholder being a trustee of a trust. (b) Power; Binding Agreement. Such Stockholder has Stockholder, such Stockholder's Corporate Partner, such Member, such LLC Partner and Pass have the legal capacity, power and authority to enter into and perform all of such Stockholder's, such Stockholder's Corporate Partner's, such Member's, such LLC Partner's and such individual's obligations under this Agreement. The execution, delivery and performance of this Agreement by such Stockholder Stockholder, such Stockholder's Corporate Partner, such Member, such LLC Partner or Pass will not violate any other agreement to which such Stockholder Stockholder, such Stockholder's Corporate Partner, such Member, such LLC Partner or Pass is a party including, without limitation, any voting agreement, stockholder agreement or stockholders agreement, voting trust, trust or similar agreement. This Agreement has been duly and validly executed and delivered by such Stockholder andStockholder, assuming the due execution such Stockholder's Corporate Partner, such Member, such LLC Partner and delivery by Leighton, Pass and constitutes a valid, legal valid and binding agreement of such Stockholder, such Stockholder's Corporate Partner, such Member, such LLC Partner, and Pass enforceable against such Stockholder Stockholder, such Stockholder's Corporate Partner, such Member, such LLC Partner and Pass in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by marital property laws applicable to such Stockholder, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity). There is no beneficiary or holder of a voting trust certificate or other interest of any trust of which such Stockholder Stockholder, such Stockholder's Corporate Partner, such Member, such LLC Partner or Pass is trustee who is not a party to this Agreement and whose consent is required for the execution and delivery of this Agreement or the consummation by any Stockholder such Stockholder, Member and Pass of the transactions contemplated hereby. (i) Except for amendments to the Schedule 13D to be filed by each of andMM and Xx. Xxxxxxx X. Meyerson, no filing with or notice to, and no permit, authorization, consent or approval of, any governmental entity is necessary on the part of such Stockholder for the execution of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby; and (ii) none of the execution, delivery or performance of this Agreement by If such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby nor compliance by such Stockholder with any of the provisions hereof will (A) result in a violation Member or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration or lien) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, understanding or other instrument or obligation to which such Stockholder Pass is a party or by which such Stockholder or any of married and such Stockholder's properties Shares or assets may be bound; Member's LLC Interests or (B) conflict with or violate any orderPass' HCVT Interests constitute community property, writthis Agreement has been duly authorized, injunctionexecuted and delivered by, decreeand constitutes a valid and binding agreement of, law, statute, rule or regulation applicable to the Stockholder or any of such Stockholder's properties or assets. (d) No broker's, finder or investment banker is entitled to any brokerage, finderMember's or other fee or commission Pass' spouse, enforceable against such person in connection accordance with the transactions contemplated by the Letter Agreement based upon arrangements made by or on behalf of such Stockholder (other than in his capacity as an officer or director of the Company)its terms. (e) Except for MM, such Stockholder shall not, directly or indirectly: (i) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of its Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (ii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or impairing such Stockholder from performing its obligations under this Agreement. (f) MM shall not, directly or indirectly: (i) except as contemplated by this Agreement, otherwise offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of his Shares; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of his Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or impairing MM from performing his obligations under this Agreement. (g) Such Stockholder understands and acknowledges that Leighton is relying, in part, upon the foregoing representations, warranties and covenants by such Stockholder and on such Stockholder's execution and delivery of this Agreement in entering into the Letter Agreement, the Employment Agreement and the related transactions contemplated thereunder. (h) Neither MM nor any member of his family will apply to the NASD to accelerate the withdrawal of the subordinated loan made by MM or such member of his family prior to the original due date of such subordinated loan.