Common use of Covenants of Each Stockholder Clause in Contracts

Covenants of Each Stockholder. (a) From the date of this Agreement until the Termination Date (as defined in SECTION 17 hereof), subject to Section 18(a) each Stockholder shall not, and shall use its reasonable efforts to not permit any Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or knowingly facilitate (including by way of furnishing information), the making of any proposal or offer that constitutes, an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person (other than Acquiror) in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any Representatives of the Company to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or to such Stockholder's knowledge any of Representatives of the Company, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use such Stockholder's reasonable efforts as a stockholder to cause the Company to comply with the obligations of the Company set forth in SECTION 5.10 of the Merger Agreement. (b) Except pursuant to the terms of this Agreement, no Stockholder shall without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Termination Date Effective Time or, if earlier, the termination of this Agreement pursuant to Section 15 hereof, each ---------- Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in SECTION 17 hereof), subject to Section 18(athe Merger Agreement) each Stockholder shall not, and shall use its reasonable efforts to not permit any of the Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or knowingly otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person (other than Acquiror) in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives of the Company to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or or, to such Stockholder's knowledge knowledge, any of Representatives of the Companysuch Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use such Stockholder's its "reasonable efforts efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in SECTION 5.10 Section 7.8 of the Merger ----------- Agreement. (b) Except pursuant to the terms of this Agreement, no each Stockholder shall agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Termination Date (as defined in SECTION Section 17 hereof), subject to Section 18(a) each Stockholder shall not, and shall use its reasonable efforts to not permit any Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or knowingly otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person (other than Acquiror) in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any Representatives of the Company to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or to such Stockholder's knowledge any of Representatives of the Company, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use such Stockholder's reasonable best efforts as a stockholder to cause the Company to comply with the obligations of the Company set forth in SECTION 5.10 Section 7.8 of the Merger Agreement. (b) Except pursuant to the terms of this Agreement, no Stockholder shall without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company.

Covenants of Each Stockholder. (a) From the date of this Agreement until the Termination Date Effective Time or, if earlier, the termination of this Agreement pursuant to Section 15 hereof, each Stockholder agrees severally and not jointly that such Stockholder will not, and will use its "reasonable efforts" (as defined in SECTION 17 hereof), subject to Section 18(athe Merger Agreement) each Stockholder shall not, and shall use its reasonable efforts to not permit any of the Representatives of the Company to, directly or indirectly, (i) initiate, solicit, encourage or knowingly otherwise facilitate (including by way of furnishing information), any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, (ii) enter into or maintain or continue discussions or negotiate with any Person (other than Acquiror) in furtherance of such inquiries or to obtain an Acquisition Proposal, or (iii) agree to, approve, recommend, or endorse any Acquisition Proposal, or authorize or permit any of such Stockholder's Representatives of the Company to take any such action and, such Stockholder shall promptly notify Acquiror of any such inquiries and proposals received by such Stockholder or or, to such Stockholder's knowledge knowledge, any of Representatives of the Companysuch Stockholder's Representatives, relating to any of such matters. Each Stockholder severally and not jointly further agrees to use such Stockholder's its "reasonable efforts efforts" as a stockholder to cause the Company to comply with the obligations of the Company set forth in SECTION 5.10 Section 7.8 of the Merger Agreement. (b) Except pursuant to the terms of this Agreement, no each Stockholder shall agrees severally and not jointly that such Stockholder will not, without the prior written consent of Acquiror or Merger Sub, directly or indirectly, grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Capital Stock or any options, warrants or other rights to acquire stock of the Company. Each Stockholder agrees to notify Acquiror or Merger Sub promptly, and to provide all details requested by Acquiror or Merger Sub, if such Stockholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing.