Common use of Stockholder Covenants Clause in Contracts

Stockholder Covenants. Each Stockholder hereby severally covenants and agrees as follows: (a) Each Stockholder hereby agrees, during the period commencing on the date hereof and ending 90 days after the termination of the Merger Agreement, except as contemplated hereby, not to sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, "Sell", "Sold" or "Sale", as the case may be), any of the Owned Shares or Shares, provided, however, that such Stockholder may transfer, pledge, encumber, assign or otherwise dispose the Owned Shares or Shares as a gift, in which case, as a condition of the gift, the Stockholder must require the person to which any such Owned Shares or Shares are to be transferred, pledged, encumbered, assigned or otherwise disposed of to agree in writing, pursuant to an agreement reasonably satisfactory to Parent to which Parent is an express third-party beneficiary, that with respect to such Owned Shares or Shares such person shall be subject to the restrictions and obligations hereunder as if such person was a Stockholder hereunder, (ii) not to grant any proxies, powers of attorney or other authorization or consent, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any such Shares and (iii) not to take any action that would make any representation or warranty of such Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing his, her or its obligations under this Agreement.

Stockholder Covenants. Each Stockholder hereby severally covenants and agrees as followsthat: (a) Each Stockholder hereby agrees, during Except pursuant to the period commencing on the date hereof and ending 90 days after the termination terms of the Merger this Agreement, except as contemplated herebyStockholder shall not, not without the prior written consent of Parent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, assign, transfer, pledge, encumber, assign encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, pledge, encumbrance, assignment encumbrance or other disposition of (all of the foregoing, "Sell", "Sold" or "Sale", as the case may be)of, any shares of Common Stock during the Owned Shares or Shares, term of this Agreement; provided, however, that such Stockholder may sell such number of Shares as may be necessary to satisfy tax liabilities of such Stockholder. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, pledgeencumbrance or other disposition or any such contract, encumberoption or other arrangement or understanding and agrees to notify Parent promptly, assign and to provide all details requested by Parent, if Stockholder shall be approached or otherwise dispose solicited, directly or indirectly, by any person with respect to any of the Owned Shares or Shares foregoing. (b) From the date hereof until the termination hereof, Stockholder, in its capacity as a giftStockholder, will not, and will authorize or knowingly permit any investment bankers, attorneys, accountants, consultants and other agents or advisors ("Representatives") of Stockholder not to, directly or indirectly, (i) take any action to solicit, initiate or facilitate or encourage the submission of any Acquisition Proposal, or (ii) engage in which caseany negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or may be reasonably expected to lead to, any Acquisition Proposal; provided, that notwithstanding any other provision of this Agreement, Stockholder may take any action in its capacity as a condition an officer or director of the giftCompany that would be permitted to be taken in accordance with the terms and conditions of the Merger Agreement. (c) Stockholder will notify Parent promptly (but in no event later than 24 hours) if any person shall make a proposal or inquiry, or contact the Stockholder must require Stockholder, relating to the acquisition of beneficial ownership of such Stockholder's Shares. The notice shall state the identity of the person to which and the material terms and conditions of such proposal, inquiry or contact. Stockholder shall keep Parent reasonably apprised of any such Owned Shares or Shares are to be transferred, pledged, encumbered, assigned or otherwise disposed of to agree in writing, pursuant to an agreement reasonably satisfactory to Parent to which Parent is an express third-party beneficiary, that material development with respect to such Owned Shares proposal. Stockholder shall, and shall cause its Representatives to, cease immediately and cause to be terminated all existing discussions or Shares such person shall be subject to the restrictions and obligations hereunder as negotiations, if such person was a Stockholder hereunderany, (ii) not to grant with any proxies, powers of attorney or other authorization or consent, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement persons conducted heretofore with respect to, or that could reasonably expected to lead to, any such Shares and (iii) not to take any action that would make any representation or warranty of such Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing his, her or its obligations under this AgreementAcquisition Proposal.

Stockholder Covenants. Each The Stockholder hereby severally covenants and agrees as follows: (a) Each The Stockholder hereby agrees, during the period commencing on the date hereof while this Agreement is in effect, and ending 90 days after the termination of the Merger Agreement, except as contemplated hereby, (i) not to sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, "Sell", "Sold" or "Sale", as the case may be), any of the Owned Shares Stock or Shares, provided, however, that such Stockholder may transfer, pledge, encumber, assign or otherwise dispose the Owned Shares or Shares as a gift, in which case, as a condition of the gift, the Stockholder must require the person to which any such Owned Shares Stock or Shares are to be transferred, pledged, encumbered, assigned or otherwise disposed of to agree in writing, pursuant to an agreement reasonably satisfactory to Parent to which Parent is an express third-party beneficiary, that with respect to such Owned Shares Stock or Shares such person shall be subject to the restrictions and obligations hereunder as if such person was a Stockholder hereunder, (ii) not to grant any proxies, powers of attorney or other authorization or consent, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement with respect to any such Shares and (iii) not to take any action that would make any representation or warranty of such Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing his, her or its obligations under this Agreement.

Stockholder Covenants. Each Stockholder hereby severally covenants and agrees as follows: (a) Each Stockholder hereby agrees, during the period commencing on the date hereof while this Agreement is in effect, and ending 90 days after the termination of the Merger Agreement, except as contemplated hereby, (i) not to sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, "Sell", "Sold" or "Sale", as the case may be)of, any of the Owned Shares his or its Shares, provided, however, that such Stockholder may transfer, pledge, encumber, assign or otherwise dispose the Owned Shares of his or its Shares as a gift, in which case, as a condition of the gift, the Stockholder must require the person to which any such Owned Shares or Shares are to be transferred, pledged, encumbered, assigned or otherwise disposed of to agree in writing, pursuant to an agreement reasonably satisfactory to Parent Honeywell to which Parent Honeywell is an express third-party beneficiary, that with respect to such Owned Shares or Shares such person shall be subject to the restrictions and obligations hereunder as if such person was a Stockholder hereunder, (ii) not to grant any proxies, powers of attorney or other authorization or consent, deposit any shares of capital stock of the Company Shares into a voting trust or enter into a voting agreement with respect to any such Shares and (iii) not to take any action that would make any representation or warranty of such Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing his, her or its obligations under this Agreement. (b) Such Stockholder hereby agrees, while this Agreement is in effect, to promptly notify Honeywell of the number of new shares of capital stock of the Company acquired by such Stockholder, if any, after the date of this Agreement. (c) From the date hereof and continuing through the Closing Date, the Stockholder shall not, and shall not authorize any of its Representatives to, (i) directly or indirectly, initiate, solicit or encourage, or take any other action to facilitate, any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Takeover Proposal or Frustrating Transaction, (ii) directly or indirectly engage or participate in discussions or negotiations regarding or provide any information or data to any Person or otherwise cooperate in any way with, any Takeover Proposal or Frustrating Transaction, or (iii) execute or enter into any Acquisition Agreement with respect to any Takeover Proposal or Frustrating Transaction, except in each case to the extent such discussions or negotiations are participated in by the Stockholder solely in his capacity as a director of the Company in accordance with the terms of the Asset Purchase Agreement. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative of the Stockholder shall be a breach of this Agreement by the Stockholder. The Stockholder shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any other Persons conducted heretofore with respect to any Takeover Proposal and request the prompt return of all confidential information previously furnished. (d) Such Stockholder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement. (e) Such Stockholder shall, promptly following the date of this Agreement, authorize and request the Company to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting of the Shares). Such Stockholder shall cause the certificated Shares owned or acquired by him or it to have a legend placed conspicuously on such certificate to the following effect: The shares evidenced by this certificate are subject to a Voting Agreement dated August 8, 2002, entered into between the record owner of such shares and Honeywell International, Inc. The Stockholder shall cause a counterpart of this Agreement to be deposited with the Company at its principal place of business or registered office where it shall be subject to the same right of examination by any stockholder of the Company, in person or by agent or attorney, as are the books and records of the Company. (f) Notwithstanding anything to the contrary in this Agreement, during the term of this Agreement, the Stockholders may collectively sell, in open market transactions on the Nasdaq National Market System, an aggregate number of shares of Company Common Stock equal to up to 400,000 shares of Company Common Stock, provided, however, that the Stockholders shall provide the Purchaser prompt written notice of each such sale. (g) Such Stockholder hereby irrevocably and unconditionally waives all of his, her or its rights under the second sentence of Section 4(j) of the Company's Certificate of Incorporation to the extent such sentence may apply to the transactions contemplated by the Asset Purchase Agreement.

Stockholder Covenants. Each The Stockholder hereby severally covenants and agrees as follows: (a) Each The Stockholder hereby agrees, during the period commencing on the date hereof while this Agreement is in effect, and ending 90 days after the termination of the Merger Agreement, except as contemplated hereby, (i) not to sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of (all of the foregoing, "Sell", "Sold" or "Sale", as the case may be)of, any of the Owned Shares or her Shares, provided, however, that such the Stockholder may transfer, pledge, encumber, assign or otherwise dispose the Owned Shares or of her Shares as a gift, in which case, as a condition of the gift, the Stockholder must require the person to which any such Owned Shares or Shares are to be transferred, pledged, encumbered, assigned or otherwise disposed of to agree in writing, pursuant to an agreement reasonably satisfactory to Parent Honeywell to which Parent Honeywell is an express third-party beneficiary, that with respect to such Owned Shares or Shares such person shall be subject to the restrictions and obligations hereunder as if such person was a Stockholder hereunder, (ii) not to grant any proxies, powers of attorney or other authorization or consent, deposit any shares of capital stock of the Company Shares into a voting trust or enter into a voting agreement with respect to any such Shares and (iii) not to take any action that would make any representation or warranty of such the Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or disabling such the Stockholder from performing her obligations under this Agreement. (b) The Stockholder hereby agrees, while this Agreement is in effect, to promptly notify Honeywell of the number of new shares of capital stock of the Company acquired by the Stockholder, if any, after the date of this Agreement. (c) From the date hereof and continuing through the Closing Date, the Stockholder shall not, and shall not authorize any of her Representatives to, (i) directly or indirectly, initiate, solicit or encourage, or take any other action to facilitate, any inquiries or the making of any proposal that constitutes or could reasonably be expected to lead to a Takeover Proposal or Frustrating Transaction, (ii) directly or indirectly engage or participate in discussions or negotiations regarding or provide any information or data to any Person or otherwise cooperate in any way with, any Takeover Proposal or Frustrating Transaction, or (iii) execute or enter into any Acquisition Agreement with respect to any Takeover Proposal or Frustrating Transaction. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any Representative of the Stockholder shall be a breach of this Agreement by the Stockholder. The Stockholder shall immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any other Persons conducted heretofore with respect to any Takeover Proposal and request the prompt return of all confidential information previously furnished. (d) The Stockholder agrees not to engage in any action or omit to take any action which would have the effect of preventing or disabling the Stockholder from performing her obligations under this Agreement. (e) The Stockholder shall, promptly following the date of this Agreement, authorize and request the Company to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting of the Shares). The Stockholder shall cause the certificated Shares owned or acquired by her to have a legend placed conspicuously on such certificate to the following effect: The shares evidenced by this certificate are subject to a Voting Agreement dated August 8, 2002, entered into between the record owner of such shares and Honeywell International, Inc. The Stockholder shall cause a counterpart of this Agreement to be deposited with the Company at its principal place of business or registered office where it shall be subject to the same right of examination by any stockholder of the Company, in person or by agent or attorney, as are the books and records of the Company. (f) Such Stockholder hereby irrevocably and unconditionally waives all of his, her or its obligations rights under this the second sentence of Section 4(j) of the Company's Certificate of Incorporation to the extent such sentence may apply to the transactions contemplated by the Asset Purchase Agreement.

Stockholder Covenants. Each Stockholder hereby severally covenants and agrees as followsthat: (a) Each Stockholder hereby agrees, during Except pursuant to the period commencing on the date hereof and ending 90 days after the termination terms of the Merger this Agreement, except as contemplated herebyStockholder shall not, not without the prior written consent of Parent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, assign, transfer, pledge, encumber, assign encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, pledge, encumbrance, assignment encumbrance or other disposition of (all of the foregoing, "Sell", "Sold" or "Sale", as the case may be)of, any shares of Common Stock during the Owned Shares or Shares, providedterm of this Agreement; PROVIDED, however, that such Stockholder may sell such number of Shares as may be necessary to satisfy tax liabilities of such Stockholder. Stockholder shall not seek or solicit any such acquisition or sale, assignment, transfer, pledgeencumbrance or other disposition or any such contract, encumberoption or other arrangement or understanding and agrees to notify Parent promptly, assign and to provide all details requested by Parent, if Stockholder shall be approached or otherwise dispose solicited, directly or indirectly, by any person with respect to any of the Owned Shares or Shares foregoing. (b) From the date hereof until the termination hereof, Stockholder, in its capacity as a giftStockholder, will not, and will authorize or knowingly permit any investment bankers, attorneys, accountants, consultants and other agents or advisors ("Representatives") of Stockholder not to, directly or indirectly, (i) take any action to solicit, initiate or facilitate or encourage the submission of any Acquisition Proposal, or (ii) engage in which caseany negotiations regarding, or furnish to any person any nonpublic information with respect to, or take any other action knowingly to facilitate any inquiries or the making of any proposal that constitutes, or may be reasonably expected to lead to, any Acquisition Proposal; PROVIDED, that notwithstanding any other provision of this Agreement, Stockholder may take any action in its capacity as a condition an officer or director of the giftCompany that would be permitted to be taken in accordance with the terms and conditions of the Merger Agreement. (c) Stockholder will notify Parent promptly (but in no event later than 24 hours) if any person shall make a proposal or inquiry, or contact the Stockholder must require Stockholder, relating to the acquisition of beneficial ownership of such Stockholder's Shares. The notice shall state the identity of the person to which and the material terms and conditions of such proposal, inquiry or contact. Stockholder shall keep Parent reasonably apprised of any such Owned Shares or Shares are to be transferred, pledged, encumbered, assigned or otherwise disposed of to agree in writing, pursuant to an agreement reasonably satisfactory to Parent to which Parent is an express third-party beneficiary, that material development with respect to such Owned Shares proposal. Stockholder shall, and shall cause its Representatives to, cease immediately and cause to be terminated all existing discussions or Shares such person shall be subject to the restrictions and obligations hereunder as negotiations, if such person was a Stockholder hereunderany, (ii) not to grant with any proxies, powers of attorney or other authorization or consent, deposit any shares of capital stock of the Company into a voting trust or enter into a voting agreement persons conducted heretofore with respect to, or that could reasonably expected to lead to, any such Shares and (iii) not to take any action that would make any representation or warranty of such Stockholder contained in this Agreement untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing his, her or its obligations under this AgreementAcquisition Proposal.