Agreements of the Stockholders. Each Stockholder covenants and agrees that:
Agreements of the Stockholders. (a) AGREEMENT TO TENDER. Until the earlier of the termination of the Merger Agreement and the termination of the Offer without the purchase of Shares pursuant thereto, each Stockholder hereby agrees to validly tender pursuant to the Offer and not to withdraw all of such Stockholder's Subject Shares. Each Stockholder will receive the same Per Share Amount received by the other stockholders of the Company in the Offer with respect to the Shares tendered by it in the Offer. On the first business day after the date the Shares are accepted for payment and purchased by Acquisition Sub pursuant to the Offer, Acquisition Sub or Parent shall make payment by wire transfer of immediately available funds to each Stockholder in an amount in cash equal to the aggregate purchase price for such Stockholder's Subject Shares in the Offer to an account designated by such Stockholder. Notwithstanding the foregoing, no Stockholder who is a natural person will be required to tender any of such Stockholder's Shares if such Stockholder would be subject to liability under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a result of any such tender of Shares purchased prior to the date of this Agreement.
Agreements of the Stockholders. (a) Each Stockholder hereby agrees, ------------------------------ until the earlier of the Expiration Date and the conclusion of the Globespan Stockholders Meeting, and except as expressly contemplated hereby, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with Globespan or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, grant, assignment or other disposition of, record or beneficial ownership of any of such Stockholder's Shares or any interest in any of the foregoing, except to Virata, (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or any interest in any of the Shares, except to Virata or (iii) take any action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement.
Agreements of the Stockholders. Each Stock- holder covenants and agrees that during the term of this Stock- holders Agreement:
Agreements of the Stockholders. Subject to the terms and conditions of this Agreement:
Agreements of the Stockholders. (a) Each Stockholder hereby agrees that, from and after the date hereof, at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, such Stockholder shall appear at each such meeting, in person or by proxy, or otherwise cause such Stockholder's Subject Shares issued and outstanding to be counted as present thereat for purposes of establishing a quorum, and subject to Section 3, such Stockholder shall vote (or cause to be voted) or act (or cause to be acted) by written consent with respect to all of such Stockholder's Subject Shares issued and outstanding, (i) in favor of the Merger and the approval of the terms thereof and each of the other actions contemplated by this Agreement, and any other action reasonably requested by the Company in furtherance thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Stockholder or Company contained in this Agreement; (iii) against any Acquisition Proposal (other than the Merger) or any proposal made by any person other than the Company or any of its affiliates (other than any Stockholder) and (iv) against any proposal to amend Company's Certificate of Incorporation or By-Laws in a manner that is materially adverse to the Stockholders. Each Stockholder also agrees to vote as provided in Section 4(b) on all matters submitted to stockholders.
Agreements of the Stockholders. Each Stockholder covenants and agrees that such Stockholder shall, at any meeting of the holders of S1 Common Stock called for the purpose, vote or cause to be voted all shares of S1 Common Stock with respect to which such Stockholder has the right to vote (whether owned as of the date hereof or hereafter acquired) in favor of the issuance of S1 Common Stock in the Merger pursuant to the Agreement.
Agreements of the Stockholders. (a) Each Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby or by the Merger Agreement, not to (i) sell, transfer, pledge, encumber, grant, assign or otherwise dispose of, enforce any redemption agreement with Company or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, pledge, encumbrance, grant, assignment or other disposition of, record or beneficial ownership of any of the Shares or any interest in any of the foregoing, except to Parent, (ii) grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares, or any interest in any of the Shares, except to Parent 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 disabling such Stockholder from performing such Stockholder's obligations under this Agreement, or that would otherwise hinder or delay Parent from acquiring a majority of the outstanding Company Common Stock, determined on a fully diluted basis.
Agreements of the Stockholders. Each Stockholder covenants and agrees that for the period beginning 30 days prior to consummation of the Merger and ending upon the public release by Area of an earnings report to its stockholders covering at least one month of operations after consummation of the Merger, such Stockholder shall not sell or otherwise dispose of a number of shares of his or her Area Common Stock (a) which is greater than 10% of his or her total beneficial ownership of said shares as of the date of the first such sale and (b) which in the aggregate with shares sold or otherwise disposed of by all other Stockholders will be greater than 1% of the issued and outstanding shares of Area as of the date of the first such sale. For purposes of this computation, outstanding stock options that currently are exercisable would be considered as outstanding or beneficially owned after such options are converted to common stock equivalents using the treasury stock method in accordance with generally accepted accounting principles.
Agreements of the Stockholders. 2.1Prohibited Transfers . None of the Stockholders shall sell, assign or transfer, by gift or otherwise, all or any part of the Series A Stock or Common Stock now or hereafter owned by him except in compliance with this Section 2.
