Common use of Certain Covenants of Stockholder Clause in Contracts

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. (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 (xi) the Effective Time and (yii) the end of the Option Period (or, in the case of clause (B), the end of the Voting 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. (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 term of (x) the Effective Time and (y) the end of the Option Periodthis Agreement, 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; provided, however, that notwithstanding the foregoing, Steinfeld may transfer Shares to any charitable foundation established by him if, and only if, such charitable foundation (i) acknowledges in writing its understanding and agreement that the Shares so transferred to it shall remain subject to this Agreement, and (ii) further agrees to be bound by the terms hereof with respect to such Shares.

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, The 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 OfferAgreement, 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 ofof (any of the foregoing being herein called a "Disposition"), any or all of the Stockholder's 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 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 or by hereby; provided, however, -------- ------- that during the Merger term of this Agreement, the Stockholder shall be permitted to effect a Disposition of up to 200,000 Company Shares so long as the Stockholder uses his reasonable best efforts to retain the right to vote such Company Shares in matters referred to in Section 1.1 hereof.

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 term of (x) the Effective Time and (y) the end of the Option Periodthis Agreement, 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; provided, however, that notwithstanding the foregoing, Stockholder may transfer Shares to any charitable foundation established by him if, and only if, such charitable foundation (i) acknowledges in writing its understanding and agreement that the Shares so transferred to it shall remain subject to this Agreement, and (ii) further agrees to be bound by the terms hereof with respect to such Shares.