OF ANY CHANGES OR DEVELOPMENTS) OF THE STATUS (INCLUDING THE MATERIAL
TERMS AND CONDITIONS THEREOF AND ANY MATERIAL CHANGE THERETO) OF ANY SUCH
ALTERNATIVE PROPOSAL OR INDICATION OR INQUIRY, INCLUDING FURNISHING COPIES OF
ANY WRITTEN REVISED PROPOSALS.
NO SHAREHOLDER SHALL ENTER INTO ANY
CONFIDENTIALITY AGREEMENT WITH ANY PERSON SUBSEQUENT TO THE DATE OF THIS
AGREEMENT WHICH PROHIBITS SUCH SHAREHOLDER FROM PROVIDING SUCH INFORMATION TO
THE COMPANY, EGI-TRB OR THE ESOP AS REQUIRED BY THIS SECTION 2.2.
SECTION 2.3
ONGOING DISCUSSIONS.
ON THE DATE HEREOF, EACH
SHAREHOLDER SHALL, AND SHALL DIRECT HIS, HER OR ITS REPRESENTATIVES TO,
IMMEDIATELY CEASE ANY DISCUSSIONS OR NEGOTIATIONS WITH ANY PARTIES THAT MAY BE
ONGOING WITH RESPECT TO ANY ALTERNATIVE PROPOSAL.
SECTION 2.4
CAPACITY.
EACH SHAREHOLDER IS SIGNING THIS AGREEMENT
SOLELY IN SUCH SHAREHOLDER'S CAPACITY AS A SHAREHOLDER OF THE COMPANY AND
NOTHING CONTAINED HEREIN SHALL LIMIT OR AFFECT ANY ACTIONS TAKEN BY ANY
SHAREHOLDER IN HIS, HER OR ITS CAPACITY AS AN OFFICER OR DIRECTOR OF THE
COMPANY, AND NO ACTION TAKEN IN ANY SUCH CAPACITY AS AN OFFICER OR DIRECTOR
SHALL BE DEEMED TO CONSTITUTE A BREACH OF THIS AGREEMENT.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF SHAREHOLDERS
SECTION 3.1
REPRESENTATIONS AND WARRANTIES.
EACH SHAREHOLDER
REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS: (A) SUCH SHAREHOLDER HAS THE
REQUISITE CAPACITY AND ALL
4
NECESSARY POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO
PERFORM HIS, HER OR ITS OBLIGATIONS HEREUNDER, (B) THIS AGREEMENT HAS BEEN DULY
EXECUTED AND DELIVERED BY SUCH SHAREHOLDER AND THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY SUCH SHAREHOLDER AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
ACTION ON THE PART OF SUCH SHAREHOLDER, (C) ASSUMING THE DUE AUTHORIZATION,
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY, THIS AGREEMENT
CONSTITUTES THE VALID AND BINDING AGREEMENT OF SUCH SHAREHOLDER ENFORCEABLE
AGAINST SUCH SHAREHOLDER 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, (D) THE
EXECUTION AND DELIVERY OF THIS AGREEMENT BY SUCH SHAREHOLDER DOES NOT CONFLICT
WITH OR VIOLATE ANY LAW OR AGREEMENT BINDING UPON IT, NOR REQUIRE ANY CONSENT,
NOTIFICATION, REGULATORY FILING OR APPROVAL, EXCEPT FOR THE FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION OF AN AMENDMENT TO SCHEDULE 13D BY THE
SHAREHOLDERS, AND (E) EXCEPT FOR (I) RESTRICTIONS IN FAVOR OF THE COMPANY
PURSUANT TO THIS AGREEMENT OR THE DISTRIBUTION AGREEMENTS AND (II) SUCH TRANSFER
RESTRICTIONS OF GENERAL APPLICABILITY AS MAY BE PROVIDED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND THE "BLUE SKY" LAWS OF THE VARIOUS STATES OF THE
UNITED STATES, SUCH SHAREHOLDER OWNS, BENEFICIALLY AND OF RECORD, ALL OF SUCH
SHAREHOLDER'S OWNED SHARES FREE AND CLEAR OF ANY PROXY, VOTING RESTRICTION,
ADVERSE CLAIM OR OTHER LIEN (OTHER THAN ANY RESTRICTIONS CREATED BY THIS
AGREEMENT) AND HAS SOLE VOTING POWER AND SOLE POWER OF DISPOSITION WITH