OTHER MATTER THAT IS SUBJECT TO A VOTE OF THE STOCKHOLDERS AT ANY SUCH MEETING.
(B)
IN FURTHERANCE OF THE FOREGOING, THE SELLER
HAS EXECUTED, DATED AND DELIVERED TO THE BUYER A COMPLETED PROXY (THE "PROXY")
FOR THE BUYER'S ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 24, 2008 (THE
"ANNUAL MEETING"), WHICH PROXY HAS BEEN VOTED (X) IN FAVOR OF EACH DIRECTOR
NOMINATED AND RECOMMENDED BY THE BOARD FOR ELECTION AT THE ANNUAL MEETING AND
(Y) IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD FOR EACH OTHER MATTER
THAT IS SUBJECT TO A VOTE OF THE STOCKHOLDERS AT THE ANNUAL MEETING.
SELLER
FURTHER COVENANTS AND AGREES THAT (I) IT SHALL NOT REVOKE THE PROXY WITHOUT THE
BUYER'S CONSENT AND (II) IF REQUESTED BY THE BUYER, IT SHALL GRANT A NEW PROXY
TO THE BUYER IN FAVOR OF EACH DIRECTOR NOMINATED AND RECOMMENDED BY THE BOARD
FOR ELECTION AND IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD FOR EACH
OTHER MATTER THAT IS SUBJECT TO A VOTE OF THE STOCKHOLDERS, IN EACH CASE IN
CONNECTION WITH ANY NEW SOLICITATION OF PROXIES BY THE BUYER IN CONNECTION WITH
THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
(C)
PRIOR TO FILING ANY MATERIALS OR DOCUMENTS
WITH ANY PERSON IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, EACH OF THE SELLER AND THE BUYER AGREES THAT IT SHALL USE ITS
RESPECTIVE REASONABLE EFFORTS TO AFFORD THE OTHER PARTY A REASONABLE OPPORTUNITY
TO REVIEW AND COMMENT ON SUCH MATERIALS OR DOCUMENTS.
4.2
AGREEMENT OF THE SELLER.
THE SELLER AGREES
THAT FOR A PERIOD OF ONE YEAR FROM THE DATE OF THIS AGREEMENT, THE SELLER WILL
NOT, AND SHALL CAUSE ITS AFFILIATES NOT TO (AND THE SELLER AND ITS AFFILIATES
WILL NOT ASSIST OR FORM A GROUP WITHIN THE MEANING OF SECTION 13(D)(3) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), ACT IN CONCERT
OR PARTICIPATE WITH OR ENCOURAGE OTHER PERSONS TO), DIRECTLY OR INDIRECTLY,
ACQUIRE OR OFFER TO ACQUIRE, SEEK, PROPOSE OR AGREE TO ACQUIRE, BY MEANS OF A
PURCHASE, TENDER OR EXCHANGE OFFER, BUSINESS COMBINATION OR IN ANY OTHER MANNER,
BENEFICIAL OWNERSHIP (AS DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT), OF ANY
OF THE ASSETS, BUSINESSES OR SECURITIES OF THE BUYER OR ANY OF ITS AFFILIATES,
INCLUDING RIGHTS OR OPTIONS TO ACQUIRE SUCH OWNERSHIP (INCLUDING FROM ANY THIRD
PERSON).
4.3
MUTUAL RELEASES.
(A) THE SELLER, AND ANYONE
CLAIMING THROUGH IT OR ON ITS BEHALF, AS THE CASE MAY BE, AGREES TO IRREVOCABLY
AND UNCONDITIONALLY RELEASE, WAIVE AND FOREVER DISCHARGE THE BUYER AND ITS
RESPECTIVE AFFILIATES (AS HEREINAFTER DEFINED), OFFICERS, DIRECTORS,
STOCKHOLDERS AND EMPLOYEES AND PAST, PRESENT OR FUTURE AFFILIATED PERSONS (AS
HEREINAFTER DEFINED) FROM, AND COVENANTS NOT TO SUE THE BUYER RELEASED PARTIES
(AS HEREINAFTER DEFINED) WITH RESPECT TO, ANY AND ALL ACTIONS, CAUSES OF ACTION,
CLAIMS, DEMANDS, RIGHTS, REMEDIES, EXPENSES AND LIABILITIES OF WHATEVER KIND OR
CHARACTER, AT LAW OR IN EQUITY, WHETHER NOW KNOWN OR UNKNOWN, THAT SUCH SELLER
NOW HAS, HAS EVER