Common use of Agreement of Affiliates Clause in Contracts

Agreement of Affiliates. Frontstep has disclosed in Section 8.12 of the Frontstep Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of Frontstep for purposes of Rule 145 under the Securities Act. Frontstep shall use its reasonable efforts to cause each such Person to deliver to MAPICS not later than 10 days after the date of this Agreement, a written agreement, in substantially the form of Exhibit 3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Frontstep Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of MAPICS Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the Securities Act and the rules and regulations thereunder. MAPICS shall be entitled to place restrictive legends upon certificates for shares of MAPICS Common Stock issued to affiliates of Frontstep pursuant to this Agreement to enforce the provisions of this Section 8.12. MAPICS shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act for the purposes of resale of MAPICS Common Stock by such affiliates.

Agreement of Affiliates. Frontstep has Morgxx xxx disclosed in Section 8.12 8.9 of the Frontstep Disclosure Morgxx Xxxclosure Memorandum all Persons each Person whom it reasonably believes is may be deemed an "affiliate" of Frontstep for Morgxx xxx purposes of Rule 145 under the Securities 1933 Act. Frontstep shall Morgxx xxxll use its reasonable efforts to cause each such Person to deliver to MAPICS Regions not later than 10 days after the date of this AgreementEffective Time, a written agreement, in substantially the form of Exhibit 3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Frontstep Common Morgxx Xxxmon Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of MAPICS Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the Securities 1933 Act and the rules and regulations thereunder. MAPICS Shares of Regions Common Stock issued to such affiliates of Morgxx xx exchange for shares of Morgxx Xxxmon Stock shall not be transferable, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 (and Regions shall be entitled to place restrictive legends upon certificates for shares of MAPICS Regions Common Stock issued to affiliates of Frontstep pursuant Morgxx xxxsuant to this Agreement to enforce the provisions of this Section 8.12. MAPICS shall not be required to maintain the effectiveness of the Registration Statement under the Securities Act for the purposes of resale of MAPICS Common Stock by such affiliates.8.9), except as provided

Agreement of Affiliates. Frontstep Xxxxxx has disclosed in Section 8.12 8.9 of the Frontstep Xxxxxx Disclosure Memorandum all Persons each Person whom it reasonably believes is may be deemed an "affiliate" of Frontstep Xxxxxx for purposes of Rule 145 under the Securities 1933 Act. Frontstep Xxxxxx shall use its reasonable efforts to cause each such Person to deliver to MAPICS Regions not later than 10 days after the date of this AgreementEffective Time, a written agreement, in substantially the form of Exhibit 3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Frontstep Xxxxxx Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of MAPICS Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the Securities 1933 Act and the rules and regulations thereunder. MAPICS Shares of Regions Common Stock issued to such affiliates of Xxxxxx in exchange for shares of Xxxxxx Common Stock shall not be transferable, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 (and Regions shall be entitled to place restrictive legends upon certificates for shares of MAPICS Regions Common Stock issued to affiliates of Frontstep Xxxxxx pursuant to this Agreement to enforce the provisions of this Section 8.128.9), except as provided herein. MAPICS Regions shall not be required to maintain the effectiveness of the Registration Statement under the Securities 1933 Act for the purposes of resale of MAPICS Regions Common Stock by such affiliates.

Agreement of Affiliates. Frontstep Park Meridian has disclosed in Section 8.12 8.9 of the Frontstep Park Meridian Disclosure Memorandum all Persons each Person whom it reasonably believes is may be deemed an "affiliate" of Frontstep Park Meridian for purposes of Rule 145 under the Securities 1933 Act. Frontstep Park Meridian shall use its reasonable efforts to cause each such Person to deliver to MAPICS Regions not later than 10 days after the date of this AgreementEffective Time, a written agreement, in substantially the form of Exhibit 3, providing that such Person will not sell, pledge, transfer, or otherwise dispose of the shares of Frontstep Park Meridian Common Stock held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, or otherwise dispose of the shares of MAPICS Regions Common Stock to be received by such Person upon consummation of the Merger except in compliance with applicable provisions of the Securities 1933 Act and the rules and regulations thereunder. MAPICS Shares of Regions Common Stock issued to such affiliates of Park Meridian in exchange for shares of Park Meridian Common Stock shall not be transferable, regardless of whether each such affiliate has provided the written agreement referred to in this Section 8.9 (and Regions shall be entitled to place restrictive legends upon certificates for shares of MAPICS Regions Common Stock issued to affiliates of Frontstep Park Meridian pursuant to this Agreement to enforce the provisions of this Section 8.128.9), except as provided herein. MAPICS Regions shall not be required to maintain the effectiveness of the Registration Statement under the Securities 1933 Act for the purposes of resale of MAPICS Regions Common Stock by such affiliates.

Agreement of Affiliates. Frontstep Cardinal has disclosed in Section 8.12 8.10 of the Frontstep Cardinal Disclosure Memorandum all Persons whom it reasonably believes is an "affiliate" of Frontstep Cardinal for purposes of Rule 145 under the Securities 1933 Act, and Area has disclosed in Section 8.10 of the Area Disclosure Memorandum all Persons whom it reasonably believes to be an "affiliate" of Area for purposes of Rule 145 under the 1933 Act. Frontstep Each of Area and Cardinal shall use its reasonable efforts to cause each such Person to deliver to MAPICS Area and Cardinal, not later than 10 thirty (30) days after the date of this Agreement, a written agreement, substantially in substantially the form of Exhibit 31 as to Affiliates of Cardinal, and substantially in the form of Exhibit 2 as to Affiliates of Area, providing that such Person will not sell, pledge, transfer, transfer or otherwise dispose of the shares of Frontstep Cardinal Common Stock and/or Area Common Stock, as applicable, held by such Person except as contemplated by such agreement or by this Agreement and will not sell, pledge, transfer, transfer or otherwise dispose of the shares of MAPICS Area Common Stock to be received by such Person held upon consummation of the Merger except in compliance with applicable provisions of the Securities 1933 Act and the rules and regulations thereunder. MAPICS Area shall be entitled to place restrictive legends upon certificates for shares of MAPICS Area Common Stock issued to affiliates Affiliates of Frontstep Cardinal pursuant to this Agreement to enforce the provisions of this Section 8.128.10. MAPICS Area shall not be required to maintain the effectiveness of the Registration Statement under the Securities 1933 Act for the purposes of resale of MAPICS Area Common Stock by such affiliatesAffiliates.