or
her][it] with respect to the Shares.
3.
Retention of Shares.
The Shareholder agrees that [he or she][it]
will not, prior to termination of this Agreement, sell, short sell, transfer,
pledge, assign, tender or otherwise dispose of any of the Shareholder's Shares
(a "Transfer") or enter into any contract, arrangement or understanding with
respect to a Transfer of the Shares; provided
that the Shareholder may Transfer
the Shares for estate planning or philanthropic purposes so long as the
transferee agrees to be bound by the provisions of this Agreement.
4.
Representations and Warranties.
(A)
THE SHAREHOLDER REPRESENTS AND WARRANTS THAT [HE OR SHE][IT]
HAS, AND AT ALL TIMES DURING THE TERM OF THIS AGREEMENT WILL CONTINUE TO HAVE,
BENEFICIAL OWNERSHIP OF, GOOD AND VALID TITLE TO AND FULL AND EXCLUSIVE POWER TO
VOTE AND TO TRANSFER THE EXISTING SHARES (EXCEPT WITH RESPECT TO SHARES
TRANSFERRED FOR ESTATE PLANNING OR PHILANTHROPIC PURPOSES IN THE MANNER
CONTEMPLATED BY SECTION 3).
THE EXISTING SHARES CONSTITUTE ALL OF THE SHARES OF
COMPANY COMMON STOCK OWNED OF RECORD OR BENEFICIALLY BY THE SHAREHOLDER AS OF
THE DATE HEREOF.
THERE ARE NO AGREEMENTS OR ARRANGEMENTS OF ANY KIND,
CONTINGENT OR OTHERWISE, TO WHICH THE SHAREHOLDER IS A PARTY OBLIGATING THE
SHAREHOLDER TO TRANSFER OR CAUSE TO BE TRANSFERRED TO ANY PERSON ANY OF THE
SHARES.
NO PERSON HAS ANY CONTRACTUAL OR OTHER RIGHT OR OBLIGATION TO PURCHASE
OR OTHERWISE ACQUIRE ANY OF THE SHARES.
(B)
[THE SHAREHOLDER IS AN ENTITY DULY ORGANIZED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION.
THE
SHAREHOLDER IS NOT IN VIOLATION OF ANY OF THE PROVISIONS OF THE SHAREHOLDER'S
ARTICLES OF INCORPORATION, BYLAWS OR COMPARABLE ORGANIZATIONAL OR TRUST
DOCUMENTS, AS APPLICABLE.][1]
(C)
THE SHAREHOLDER HAS FULL POWER AND AUTHORITY [AND IS DULY
AUTHORIZED][2] TO MAKE, ENTER INTO AND CARRY OUT THE TERMS OF THIS AGREEMENT AND
TO PERFORM ITS OBLIGATIONS HEREUNDER.
[THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE PERFORMANCE OF THE OBLIGATIONS CONTEMPLATED HEREUNDER, HAVE,
IF REQUIRED, BEEN DULY AND VALIDLY APPROVED BY THE BOARD OF DIRECTORS OR
COMPARABLE GOVERNING BODY OF THE SHAREHOLDER AND AUTHORIZED BY ALL NECESSARY
ACTION.] [3] THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND
[1] NTD: To be added to agreements where Shareholder is an entity.
[2] NTD: To be added to agreements where Shareholder is an entity.
[3] NTD: To be added to agreements where Shareholder is an entity.
2
delivered by the Shareholder and constitutes a valid and binding agreement of
the Shareholder, enforceable against the Shareholder in accordance with its
terms, and no other action is necessary to authorize the execution and delivery
by the Shareholder or the performance of the Shareholder's obligations
hereunder.
(D)
[THE EXECUTION, DELIVERY, AND PERFORMANCE BY THE SHAREHOLDER
OF THIS AGREEMENT WILL NOT (I) VIOLATE ANY PROVISION OF LAW TO WHICH SUCH
SHAREHOLDER IS SUBJECT, (II) VIOLATE ANY ORDER, JUDGMENT, OR DECREE APPLICABLE
TO SUCH SHAREHOLDER, OR (III) CONFLICT WITH, OR RESULT IN A BREACH OR DEFAULT