AND VOTE ON THE MERGER AND
THIS AGREEMENT.
AT THE SHAREHOLDER MEETING, ALL OF THE SHARES OF COMPANY COMMON
STOCK THEN OWNED BY PARENT, PURCHASER OR ANY OTHER SUBSIDIARY OF PARENT SHALL BE
VOTED TO APPROVE THE MERGER AND THIS AGREEMENT.
THE BOARD OF DIRECTORS OF THE
COMPANY SHALL RECOMMEND THAT THE COMPANY'S SHAREHOLDERS VOTE TO APPROVE THE
MERGER AND THIS AGREEMENT IF SUCH VOTE IS SOUGHT, SHALL USE ITS COMMERCIALLY
REASONABLE BEST EFFORTS TO SOLICIT FROM SHAREHOLDERS OF THE COMPANY PROXIES IN
FAVOR OF THE MERGER AND SHALL USE ITS BEST EFFORTS TO TAKE ALL OTHER ACTION IN
ITS JUDGMENT NECESSARY AND APPROPRIATE TO SECURE THE VOTE OF SHAREHOLDERS
REQUIRED BY THE PBCL TO EFFECT THE MERGER.
(B)
PARENT AND PURCHASER SHALL NOT, AND THEY
SHALL CAUSE THEIR SUBSIDIARIES NOT TO, SELL, TRANSFER, ASSIGN, ENCUMBER OR
OTHERWISE DISPOSE OF THE SHARES OF COMPANY COMMON STOCK ACQUIRED PURSUANT TO THE
OFFER OR OTHERWISE PRIOR TO THE SHAREHOLDER MEETING; PROVIDED, HOWEVER, THAT
THIS SECTION 6.10(B) SHALL NOT APPLY TO THE SALE, TRANSFER, ASSIGNMENT,
ENCUMBRANCE OR OTHER DISPOSITION OF ANY OR ALL SUCH SHARES OF COMPANY COMMON
STOCK IN TRANSACTIONS INVOLVING SOLELY PARENT, PURCHASER AND/OR ONE OR MORE OF
THEIR WHOLLY OWNED SUBSIDIARIES.
PARENT AND PURCHASER SHALL, OR SHALL CAUSE
THEIR SUBSIDIARIES TO, VOTE ANY SHARES OF COMPANY COMMON STOCK OWNED BY THEM IN
FAVOR OF THE MERGER.
(C)
NOTWITHSTANDING THE FOREGOING, IN THE EVENT
THAT PURCHASER SHALL ACQUIRE AT LEAST 80% OF THE COMPANY COMMON STOCK, THE
PARTIES HERETO AGREE TO TAKE ALL NECESSARY AND APPROPRIATE ACTION TO CAUSE THE
MERGER TO BECOME EFFECTIVE, IN ACCORDANCE WITH SECTION 1924(B)(1)(II) OF THE
PBCL, AS SOON AS REASONABLY PRACTICABLE AFTER SUCH ACQUISITION, WITHOUT A
MEETING OF THE SHAREHOLDERS OF THE COMPANY.
SECTION 6.11.
PROXY STATEMENT.
IF REQUIRED UNDER
APPLICABLE LAW, THE COMPANY AND PARENT SHALL PREPARE THE PROXY STATEMENT, FILE
IT WITH THE SEC UNDER THE EXCHANGE ACT AS PROMPTLY AS PRACTICABLE AFTER
PURCHASER PURCHASES COMPANY COMMON STOCK PURSUANT TO THE OFFER, AND USE ALL
REASONABLE EFFORTS TO HAVE IT CLEARED BY THE SEC.
AS PROMPTLY AS PRACTICABLE
AFTER THE PROXY STATEMENT HAS BEEN CLEARED BY THE SEC, THE COMPANY SHALL MAIL
THE PROXY STATEMENT TO THE SHAREHOLDERS OF THE COMPANY AS OF THE RECORD DATE FOR
THE SHAREHOLDER MEETING.
48
SECTION 6.12.
PUBLIC ANNOUNCEMENTS.
PARENT AND THE
COMPANY WILL CONSULT WITH EACH OTHER BEFORE ISSUING ANY PRESS RELEASE OR
OTHERWISE MAKING ANY PUBLIC STATEMENTS WITH RESPECT TO THE OFFER, THE MERGER OR
THE OTHER TRANSACTIONS AND SHALL NOT ISSUE ANY SUCH PRESS RELEASE OR MAKE ANY
SUCH PUBLIC STATEMENT WITHOUT THE PRIOR CONSENT OF THE OTHER PARTY, EXCEPT AS
THE DISCLOSING PARTY REASONABLY BELIEVES MAY BE REQUIRED BY LAW OR BY
OBLIGATIONS PURSUANT TO ANY LISTING AGREEMENT WITH ANY EXCHANGES OR THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC., IN WHICH CASE PARENT OR COMPANY, AS THE
CASE MAY BE, WILL USE ITS REASONABLE EFFORTS TO PROVIDE THE OTHER PARTY WITH
REASONABLE TIME TO PROMPTLY COMMENT ON SUCH RELEASE OR STATEMENT IN