RESPECT
TO SUCH SHAREHOLDER'S OWNED SHARES, WITH NO RESTRICTIONS ON SUCH SHAREHOLDER'S
RIGHTS OF VOTING OR DISPOSITION PERTAINING THERETO AND NO PERSON OTHER THAN SUCH
SHAREHOLDER HAS ANY RIGHT TO DIRECT OR APPROVE THE VOTING OR DISPOSITION OF ANY
OF SUCH SHAREHOLDER'S OWNED SHARES.
SECTION 3.2
COVENANTS.
FROM THE DATE HEREOF UNTIL THE EXPIRATION
TIME:
(A)
EACH SHAREHOLDER AGREES NOT TAKE ANY ACTION THAT WOULD MAKE ANY
REPRESENTATION OR WARRANTY OF SUCH SHAREHOLDER CONTAINED HEREIN UNTRUE OR
INCORRECT OR HAVE THE EFFECT OF PREVENTING, IMPEDING, OR, IN ANY MATERIAL
RESPECT, INTERFERING WITH OR ADVERSELY AFFECTING THE PERFORMANCE BY SUCH
SHAREHOLDER OF ITS OBLIGATIONS UNDER THIS AGREEMENT;
(B)
EACH SHAREHOLDER HEREBY WAIVES ANY RIGHTS OF APPRAISAL OR RIGHTS
OF DISSENT FROM THE MERGER THAT SUCH SHAREHOLDER MAY HAVE;
(C)
EACH SHAREHOLDER HEREBY AGREES, WHILE THIS AGREEMENT IS IN EFFECT,
TO PROMPTLY NOTIFY THE COMPANY OF THE NUMBER OF ANY NEW SHARES ACQUIRED BY SUCH
SHAREHOLDER, IF ANY, AFTER THE DATE HEREOF.
ANY SUCH SHARES SHALL BE SUBJECT TO
THE TERMS OF THIS AGREEMENT AS THOUGH OWNED BY THE SHAREHOLDER ON THE DATE
HEREOF;
(D)
FROM TIME TO TIME, AT THE REQUEST OF THE COMPANY AND WITHOUT
FURTHER CONSIDERATION, EACH SHAREHOLDER SHALL EXECUTE AND DELIVER SUCH
ADDITIONAL DOCUMENTS AND TAKE ALL SUCH FURTHER ACTION AS MAY BE NECESSARY TO
CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT;
AND
(E)
EACH SHAREHOLDER, SEVERALLY AND NOT JOINTLY, HEREBY AUTHORIZES THE
COMPANY TO PUBLISH AND DISCLOSE IN ANY ANNOUNCEMENT OR DISCLOSURE REQUIRED BY
THE SEC AND IN THE PROXY STATEMENT SUCH SHAREHOLDER'S IDENTITY AND OWNERSHIP OF
THE OWNED SHARES AND THE NATURE OF SUCH SHAREHOLDER'S OBLIGATION UNDER THIS
AGREEMENT; PROVIDED THAT SUCH SHAREHOLDER IS PROVIDED WITH A REASONABLE
OPPORTUNITY TO REVIEW AND COMMENT ON SUCH DISCLOSURE.
5
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
SECTION 4.1
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE
COMPANY REPRESENTS AND WARRANTS TO EACH SHAREHOLDER AS FOLLOWS: (A) EACH OF THIS
AGREEMENT, THE EGI-TRB PURCHASE AGREEMENT, THE ESOP PURCHASE AGREEMENT AND THE
MERGER AGREEMENT HAS BEEN APPROVED BY THE COMPANY'S BOARD OF DIRECTORS, (B) EACH
OF THIS AGREEMENT, THE EGI-TRB PURCHASE AGREEMENT, THE ESOP PURCHASE AGREEMENT
AND THE MERGER AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY A DULY
AUTHORIZED OFFICER OR OTHER REPRESENTATIVE OF THE COMPANY AND (C) ASSUMING THE
DUE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS AGREEMENT BY EACH SHAREHOLDER,
THIS AGREEMENT CONSTITUTES A VALID AND BINDING AGREEMENT OF THE COMPANY,
ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE
LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND
OTHER SIMILAR LAWS OF GENERAL APPLICATION WHICH MAY AFFECT THE ENFORCEMENT OF
CREDITORS RIGHTS GENERALLY AND BY GENERAL EQUITABLE PRINCIPLES.
ARTICLE V
TERMINATION
SECTION 5.1
TERMINATION.
THIS AGREEMENT SHALL AUTOMATICALLY
TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT UPON THE EXPIRATION TIME (OTHER
THAN WITH RESPECT TO THIS SECTION 5.1 AND ARTICLE VI, WHICH SHALL SURVIVE ANY
TERMINATION OF THIS AGREEMENT); PROVIDED THAT NO SUCH TERMINATION SHALL RELIEVE
ANY PARTY HERETO