WITHOUT NOTICE OR LAPSE OF TIME, OR BOTH) UNDER, OR GIVE RISE TO A RIGHT OF
TERMINATION, CANCELLATION OR ACCELERATION OF ANY OBLIGATION OR TO LOSS OF A
MATERIAL BENEFIT UNDER, ANY PROVISION OF ANY LOAN OR CREDIT AGREEMENT, NOTE,
BOND, MORTGAGE, INDENTURE, LEASE OR OTHER AGREEMENT, INSTRUMENT, PERMIT,
CONCESSION, FRANCHISE, LICENSE, JUDGMENT, ORDER, DECREE, STATUTE, LAW,
ORDINANCE, RULE OR REGULATION APPLICABLE TO THE SHAREHOLDER, THE SHARES OR ANY
OF THE SHAREHOLDER'S PROPERTIES OR ASSETS.
EXCEPT AS EXPRESSLY CONTEMPLATED
HEREBY, THE SHAREHOLDER IS NOT A PARTY TO, AND THE SHARES ARE NOT SUBJECT TO OR
BOUND IN ANY MANNER BY, ANY CONTRACT OR
2
AGREEMENT RELATING TO THE SHARES, INCLUDING WITHOUT LIMITATION, ANY VOTING
AGREEMENT, OPTION AGREEMENT, PURCHASE AGREEMENT, SHAREHOLDERS' AGREEMENT,
PARTNERSHIP AGREEMENT OR VOTING TRUST. EXCEPT FOR THE EXPIRATION OR TERMINATION
OF THE WAITING PERIOD UNDER THE HSR ACT AND INFORMATIONAL FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, NO CONSENT, APPROVAL, ORDER OR AUTHORIZATION
OF, OR REGISTRATION, DECLARATION OR FILING WITH, ANY COURT, ADMINISTRATIVE
AGENCY OR COMMISSION OR OTHER GOVERNMENTAL AUTHORITY OR INSTRUMENTALITY,
DOMESTIC, FOREIGN OR SUPRANATIONAL, IS REQUIRED BY OR WITH RESPECT TO THE
SHAREHOLDER IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR
THE CONSUMMATION BY THE SHAREHOLDER OF THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 4.
NO SOLICITATION.
PRIOR TO
THE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, EACH SHAREHOLDER
AGREES, IN HIS OR HER INDIVIDUAL CAPACITY AS A SHAREHOLDER OF THE COMPANY, THAT
HE OR SHE (I) WILL NOT, NOR WILL HE OR SHE AUTHORIZE OR PERMIT ANY OF HIS OR HER
EMPLOYEES, AGENTS AND REPRESENTATIVES TO, DIRECTLY OR INDIRECTLY, (A) SOLICIT,
INITIATE OR INTENTIONALLY ENCOURAGE ANY INQUIRIES OR THE MAKING OF ANY
ACQUISITION PROPOSAL, (B) ENTER INTO ANY AGREEMENT WITH RESPECT TO ANY
ACQUISITION PROPOSAL OR (C) PARTICIPATE IN ANY DISCUSSIONS OR NEGOTIATIONS
REGARDING, OR FURNISH TO ANY PERSON ANY INFORMATION WITH RESPECT TO, OR TAKE ANY
OTHER ACTION TO FACILITATE ANY INQUIRIES OR THE MAKING OF ANY PROPOSAL OR OFFER
THAT CONSTITUTES, OR COULD REASONABLY BE EXPECTED TO LEAD TO, ANY ACQUISITION
PROPOSAL, AND (II) WILL NOTIFY THE BUYER AS SOON AS POSSIBLE IF ANY SUCH
INQUIRIES OR PROPOSALS ARE RECEIVED BY, ANY INFORMATION OR DOCUMENTS IS
REQUESTED FROM, OR ANY NEGOTIATIONS OR DISCUSSIONS ARE SOUGHT TO BE INITIATED OR
CONTINUED WITH, HIM OR HER OR ANY OF HIS OR HER AFFILIATES.
SECTION 5.
TERMINATION.
THIS
AGREEMENT SHALL TERMINATE UPON THE FIRST TO OCCUR OF:
(I)
THE EFFECTIVE TIME;
(II)
WRITTEN NOTICE OF TERMINATION OF THIS
AGREEMENT BY THE BUYER TO THE SHAREHOLDERS; OR
(III)
THE DATE OF TERMINATION OF THE MERGER
AGREEMENT; PROVIDED THAT NO SUCH TERMINATION SHALL RELIEVE ANY PARTY OF
LIABILITY FOR A WILLFUL BREACH HEREOF PRIOR TO TERMINATION.
SECTION 6.
SPECIFIC PERFORMANCE.
THE
PARTIES HERETO AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT ANY
PROVISION OF THIS AGREEMENT WAS NOT PERFORMED IN ACCORDANCE WITH THE TERMS
HEREOF AND THAT THE PARTIES SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF THE
TERMS HEREOF, IN ADDITION TO ANY