such other period as may be reasonably
requested by a Participating Sponsor or the managing underwriter or underwriters
to accommodate regulatory restrictions on (i) the publication or other
distribution of research reports and (ii) analyst recommendations and opinions,
including, but not limited to, the restrictions contained in the FINRA rules or
any successor provisions or amendments thereto) after, the date of the
underwriting agreement entered into in connection with such Marketed
Underwritten Offering, to the extent timely notified in writing by a
Participating Sponsor or the managing underwriter or underwriters, as the case
may be; provided that no Shareholder shall be subject to any such black-out
period of longer duration than that applicable to any Sponsor or any other
Shareholder. Notwithstanding the foregoing, the Company may effect a public sale
or distribution of securities of the type described above and during the periods
described above if such sale or distribution is made pursuant to registrations
on Form S-4 or S-8 or any successor form to such Forms or as part of any
registration of securities for offering and sale to employees, directors or
consultants of the Company and its Subsidiaries pursuant to any employee stock
plan or other employee benefit plan arrangement. If requested by the managing
underwriter or underwriters of any such Marketed Underwritten Offering, the
Shareholders shall execute a separate agreement to the foregoing effect. The
Company may impose stop-transfer instructions with respect to the Shares (or
other securities) subject to the foregoing restriction until the end of the
period referenced above.
53
SECTION 5.23. GRANT OF IRREVOCABLE PROXY. IN ADDITION TO, AND NOT IN LIMITATION
OF, THE PROXY GRANTED UNDER SECTION 4.04(C), EACH OTHER SHAREHOLDER HEREBY
GRANTS TO EACH OF THE SPONSORS SUCH OTHER SHAREHOLDER'S PROXY, AND APPOINTS EACH
OF THE SPONSORS, OR ANY DESIGNEE OR NOMINEE OF THE SPONSORS, AS SUCH OTHER
SHAREHOLDER'S ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION AND
RESUBSTITITION), FOR AND IN ITS NAME, PLACE AND STEAD, TO VOTE OR ACT BY WRITTEN
CONSENT WITH RESPECT TO THE GRANTED EQUITY SECURITIES (WHETHER OR NOT VESTED) OR
ANY OTHER EQUITY SECURITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES NOW OR
HEREAFTER HELD BY SUCH OTHER SHAREHOLDER (OR ANY TRANSFEREE THEREOF) (INCLUDING
THE RIGHT TO SIGN HIS, HER OR ITS NAME TO ANY CONSENT, CERTIFICATE OR OTHER
DOCUMENT RELATING TO THE COMPANY THAT DELAWARE LAW MAY REQUIRE) IN CONNECTION
WITH ANY AND ALL MATTERS, INCLUDING MATTERS SET FORTH HEREIN AS TO WHICH ANY
VOTE OR ACTIONS MAY BE REQUESTED OR REQUIRED WITH EACH SPONSOR HAVING THE
ABILITY TO ACT IN SUCH CAPACITY WITHOUT THE OTHER SPONSOR. THIS PROXY IS COUPLED
WITH AN INTEREST AND SHALL BE IRREVOCABLE, AND EACH SUCH OTHER INVESTOR WILL
TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE REASONABLY
NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND, EXCEPT WITH RESPECT TO ANY
OTHER PROXY GIVEN BY THE OTHER SHAREHOLDER TO THE COMPANY OR THE SPONSORS,
HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH OTHER SHAREHOLDER WITH