Certain Covenants of Stockholder. 7.1 Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly:
Certain Covenants of Stockholder. Each Stockholder, for itself (severally and not jointly), hereby covenants and agrees as follows:
Certain Covenants of Stockholder. Each Stockholder hereby covenants and agrees with Parent as follows:
Certain Covenants of Stockholder. Except in accordance with the -------------------------------- terms of this Agreement, Stockholder hereby covenants and agrees as follows:
Certain Covenants of Stockholder. Except in accordance with the terms of this Agreement, Stockholder hereby covenants and agrees as follows:
Certain Covenants of Stockholder. (a) Restriction on Transfer of Subject Shares, Proxies and ------------------------------------------------------ Noninterference. The Stockholder shall not, directly or indirectly: (A) except --------------- pursuant to the terms of this Agreement, 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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Stockholder's Subject Shares; (B) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney, deposit any of the Stockholder's Subject Shares into a voting trust or enter into a voting agreement with respect to any of the Stockholder's Subject Shares; or (C) take any action that would reasonably be expected to make any representation or warranty contained herein untrue or incorrect or have the effect of impairing the ability of the Stockholder to perform the Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby.
Certain Covenants of Stockholder. (a) (i) Restriction on Transfer of Subject Shares, Proxies and ------------------------------------------------------ Noninterference. During the period (the "Restricted Period") from and including --------------- the date hereof through and including the earlier of (x) the Effective Time and (y) the end of the Option Period, Stockholder shall not, directly or indirectly: (A) except pursuant to the terms of this Agreement (including Sections 4.1(a)(ii), (iii) and (iv)) and except for the tender of Subject Shares in the Offer, 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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Subject Shares; (B) except pursuant to the terms of this Agreement, grant any proxies (other than proxies relating to the election of management's slate of directors at an annual meeting of Company's stockholders, and other routine matters which would not require the filing of a preliminary proxy statement under Rule 14a-6(a) of the Exchange Act), or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into a voting agreement with respect to any of the Subject Shares; or (C) take any action that would make any representation or warranty contained herein untrue or incorrect or have the effect of impairing the ability of Stockholder to perform Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Merger Agreement.
Certain Covenants of Stockholder. Stockholder hereby covenants and agrees with Expedia as follows:
Certain Covenants of Stockholder. (a) Restriction on Transfer of Subject Shares, Proxies and Noninterference. During the Pre-Closing Period, Stockholder shall not, directly or indirectly, in his or its capacity as a stockholder of the Company, except pursuant to the terms and conditions of this Agreement: (A) offer for sale, sell, transfer, tender, loan, 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, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, grant any rights with respect to, or enter into any transaction which is designed to, or might be reasonably be expected to, resort in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) of any right, title and interest any or all of the Subject Shares; (B) grant any proxies or powers of attorney, deposit any of the Subject Shares into a voting trust or enter into a voting agreement with respect to any of the Subject Shares; or (C) take any action that would make any representation or warranty contained herein untrue, inaccurate or incorrect or have the effect of impairing the ability of Stockholder to perform Stockholder's obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby or by the Purchase Agreement.
Certain Covenants of Stockholder. (a) Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly:
