THEIR
RESPECTIVE CERTIFICATES OF INCORPORATION OR BYLAWS, (II) ANY CONTRACT,
COMMITMENT, AGREEMENT, UNDERSTANDING, ARRANGEMENT OR RESTRICTION OF ANY KIND TO
WHICH PARENT OR PURCHASER IS A PARTY OR BY WHICH PARENT OR PURCHASER IS BOUND OR
(III) ANY JUDGMENT, WRIT, DECREE, ORDER OR RULING APPLICABLE TO PARENT OR
PURCHASER; EXCEPT IN THE CASE OF CLAUSE (II) FOR CONFLICTS, VIOLATIONS, BREACHES
OR DEFAULTS THAT WOULD NOT INDIVIDUALLY OR IN THE AGGREGATE BE REASONABLY
EXPECTED TO PREVENT OR MATERIALLY IMPAIR OR DELAY THE PERFORMANCE BY PARENT OR
PURCHASER OF THEIR OBLIGATIONS HEREUNDER.
(D)
NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT NOR THE PERFORMANCE BY PARENT AND PURCHASER OF THEIR RESPECTIVE
OBLIGATIONS HEREUNDER WILL VIOLATE ANY LAW, DECREE, STATUTE, RULE OR REGULATION
APPLICABLE TO PARENT OR PURCHASER OR REQUIRE ANY ORDER, CONSENT, AUTHORIZATION
OR APPROVAL OF, FILING OR REGISTRATION WITH, OR DECLARATION OR NOTICE TO, ANY
COURT, ADMINISTRATIVE AGENCY OR OTHER GOVERNMENTAL BODY OR AUTHORITY, THE
VIOLATION OF WHICH OR FAILURE TO TAKE ANY SUCH ACTION WOULD NOT INDIVIDUALLY OR
IN THE AGGREGATE BE REASONABLY EXPECTED TO PREVENT OR MATERIALLY IMPAIR OR DELAY
THE PERFORMANCE BY PARENT OR PURCHASER OF THEIR OBLIGATIONS HEREUNDER, OTHER
THAN ANY REQUIRED NOTICES OR FILINGS PURSUANT TO FEDERAL OR STATE SECURITIES
LAWS.
(E)
ANY SECURITIES ACQUIRED UPON EXERCISE OF
THE PURCHASE OPTION (AS DEFINED HEREIN) WILL BE ACQUIRED FOR PARENT'S OR
PURCHASER'S OWN ACCOUNT, AND WILL NOT BE, AND THE PURCHASE OPTION IS NOT BEING,
ACQUIRED BY PARENT AND PURCHASER WITH A VIEW TO PUBLIC DISTRIBUTION THEREOF IN
VIOLATION OF ANY APPLICABLE PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT").
SECTION 5.
TRANSFER OF THE SHARES.
DURING THE TERM OF THIS AGREEMENT, EXCEPT WITH THE WRITTEN CONSENT OF PARENT OR
PURCHASER OR AS OTHERWISE EXPRESSLY PROVIDED HEREIN, EACH SHAREHOLDER AGREES
THAT SUCH SHAREHOLDER WILL NOT (A) TENDER INTO ANY TENDER OR EXCHANGE OFFER OR
OTHERWISE SELL, TRANSFER, PLEDGE, ASSIGN, HYPOTHECATE OR OTHERWISE DISPOSE OF,
OR ENCUMBER WITH ANY LIEN, ANY OF THE SECURITIES, EXCEPT FOR (I) TRANSFERS TO
ANY SPOUSE OR DESCENDANT OF SUCH SHAREHOLDER, OR ANY TRUST OR RETIREMENT PLAN OR
ACCOUNT FOR THE BENEFIT OF SUCH SHAREHOLDER, SPOUSE OR DESCENDANT; PROVIDED THAT
ANY SUCH TRANSFER SHALL NOT RELEASE THE TRANSFERRING SHAREHOLDER OF ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT AND ANY SUCH TRANSFEREE AGREES IN WRITING TO BE
BOUND BY THE TERMS OF THIS AGREEMENT AND (II) TRANSFERS BY OPERATION OF LAW
PROVIDED THAT ANY SUCH TRANSFEREE SHALL BE BOUND BY THE TERMS OF THIS AGREEMENT,
(B) PURCHASE OR OTHERWISE VOLUNTARILY ACQUIRE ANY SECURITIES (OTHERWISE THAN IN
CONNECTION WITH A TRANSACTION OF THE TYPE DESCRIBED IN SECTION 6 OR BY
EXERCISING ANY OF THE OPTIONS), (C) DEPOSIT THE SECURITIES INTO A VOTING TRUST,
ENTER INTO A VOTING AGREEMENT OR ARRANGEMENT WITH RESPECT TO THE SECURITIES OR
GRANT ANY PROXY OR POWER OF ATTORNEY WITH RESPECT TO THE SHARES, (D) ENTER INTO
ANY CONTRACT, OPTION OR OTHER ARRANGEMENT (INCLUDING ANY PROFIT SHARING
ARRANGEMENT) OR UNDERTAKING WITH RESPECT TO THE DIRECT OR INDIRECT