SUCH SECURITY; OR (II) ENTERS INTO AN AGREEMENT OR COMMITMENT
PROVIDING FOR THE SALE OF, PLEDGE OF, ENCUMBRANCE OF, GRANT OF AN OPTION WITH
RESPECT TO, TRANSFER OF OR DISPOSITION OF SUCH SECURITY OR ANY INTEREST THEREIN.
2.
TRANSFER OF SHARES.
2.1
TRANSFEREE OF SHARES TO BE BOUND BY THIS AGREEMENT.
SHAREHOLDER AGREES
THAT, DURING THE PERIOD FROM THE DATE OF THIS AGREEMENT THROUGH THE CLOSING
DATE, SHAREHOLDER SHALL NOT CAUSE OR PERMIT ANY TRANSFER (OTHER THAN A TRANSFER
TO SUCH SHAREHOLDER'S ESTATE UPON DEATH; PROVIDED HOWEVER, THAT SUCH TRANSFEREE
AGREES IN WRITING TO BE BOUND BY THE TERMS OF THIS VOTING AGREEMENT) OF ANY OF
THE SHARES TO BE EFFECTED.
2.2
TRANSFER OF VOTING RIGHTS.
SHAREHOLDER AGREES THAT, DURING THE PERIOD
FROM THE DATE OF THIS AGREEMENT THROUGH THE CLOSING DATE, SHAREHOLDER SHALL NOT
DEPOSIT (OR PERMIT THE DEPOSIT OF) ANY SHARES IN A VOTING TRUST OR GRANT ANY
PROXY OR ENTER INTO ANY VOTING AGREEMENT OR SIMILAR AGREEMENT IN CONTRAVENTION
OF THE OBLIGATIONS OF SHAREHOLDER UNDER THIS AGREEMENT WITH RESPECT TO ANY OF
THE SHARES.
3.
AGREEMENT TO VOTE SHARES. DURING THE PERIOD FROM THE DATE OF THIS
AGREEMENT THROUGH THE CLOSING DATE, AT EVERY MEETING OF SHAREHOLDERS OF SELLER
CALLED WITH RESPECT TO ANY OF THE FOLLOWING, AND AT EVERY ADJOURNMENT THEREOF,
AND ON EVERY ACTION OR APPROVAL BY WRITTEN CONSENT OF SHAREHOLDERS OF SELLER
WITH RESPECT TO ANY OF THE FOLLOWING, SHAREHOLDER SHALL VOTE THE SHARES:
3.1
IN FAVOR OF APPROVAL OF THE ACQUISITION, THE EXECUTION AND
DELIVERY BY SELLER OF THE PURCHASE AGREEMENT AND THE ADOPTION AND APPROVAL OF
THE TERMS THEREOF AND IN FAVOR OF EACH OF THE OTHER ACTIONS CONTEMPLATED BY THE
PURCHASE AGREEMENT AND ANY ACTION REQUIRED IN FURTHERANCE HEREOF AND THEREOF;
3.2
AGAINST APPROVAL OF ANY PROPOSAL MADE IN OPPOSITION TO OR IN
COMPETITION WITH CONSUMMATION OF THE ACQUISITION AND THE PURCHASE AGREEMENT; AND
3
3.3
AGAINST ANY OF THE FOLLOWING ACTIONS (OTHER THAN THOSE ACTIONS
THAT RELATE TO THE ACQUISITION AND THE TRANSACTIONS CONTEMPLATED BY THE PURCHASE
AGREEMENT):
(A) ANY MERGER, CONSOLIDATION, BUSINESS COMBINATION, SALE OF
ASSETS, REORGA­NI­ZA­TION OR RECAPITALIZATION WITH ANY PARTY, (B) ANY SALE,
LEASE OR TRANSFER OF MORE THAN ANY SIGNIFICANT PART OF THE ASSETS OF SELLER, (C)
ANY REORGANIZATION, RECAPITALIZATION, DISSOLUTION, LIQUIDATION OR WINDING UP OF
SELLER, (D) ANY MATERIAL CHANGE IN THE CAPITALIZATION OF SELLER OR SELLER'S
CORPORATE STRUCTURE, OR (E) ANY OTHER ACTION THAT IS INTENDED, OR COULD
REASONABLY BE EXPECTED TO, IMPEDE, INTERFERE WITH, DELAY, POSTPONE, DISCOURAGE
OR ADVERSELY AFFECT THE ACQUISITION OR ANY OF THE OTHER TRANSACTIONS
CONTEMPLATED BY THE PURCHASE AGREEMENT.
PRIOR TO THE CLOSING DATE, SHAREHOLDER SHALL NOT ENTER INTO ANY AGREEMENT OR
UNDERSTANDING WITH ANY PERSON TO VOTE OR GIVE INSTRUCTIONS IN ANY MANNER
INCONSISTENT WITH THIS SECTION 3.
4.
NON-SOLICITATION AGREEMENT.
SHAREHOLDER COVENANTS AND AGREES, PRIOR TO
THE CLOSING DATE, NOT TO, DIRECTLY OR INDIRECTLY, (I) SOLICIT, INITIATE OR
ENCOURAGE SUBMISSION OF PROPOSALS OR OFFERS OR ENGAGE IN NEGOTIATIONS WITH ANY
PERSONS OTHER THAN PARENT OR BUYER