INFORMATION CAN BE SHOWN TO HAVE BEEN
(A) PREVIOUSLY KNOWN ON A NONCONFIDENTIAL BASIS BY THE PARTY, (B) IN THE PUBLIC
DOMAIN THROUGH NO FAULT OF THE PARTY OR (C) LATER LAWFULLY ACQUIRED BY SUCH
PARTY FROM SOURCES OTHER THAN THE COMPANIES OR THE SELLERS; PROVIDED, HOWEVER,
THAT THE BUYER MAY DISCLOSE INFORMATION (I) TO ITS OFFICERS, DIRECTORS,
EMPLOYEES, ACCOUNTANTS, COUNSEL, CONSULTANTS, ADVISORS AND AGENTS WITH A NEED TO
KNOW SUCH INFORMATION IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, SO LONG AS THOSE PERSONS ARE INFORMED BY THE BUYER OF THE
CONFIDENTIAL NATURE OF THE INFORMATION AND ARE DIRECTED BY THE BUYER TO TREAT
SUCH INFORMATION CONFIDENTIALLY, AND (II)
BUYER AND ITS PARENT MAY DISCLOSE
CERTAIN MATTERS AND INFORMATION REGARDING THE TRANSACTION TO THE U.S. SECURITIES
AND EXCHANGE COMMISSION (THE "SEC"), AS IS NECESSARY TO COMPLY WITH THE
REPORTING REQUIREMENTS OF THE U.S. SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED (THE "34 ACT"), OR THE RULES AND REGULATIONS PROMULGATED THEREUNDER BY
THE SEC; PROVIDED, HOWEVER THAT BUYER FIRST PROVIDE WRITTEN NOTICE TO SELLER OF
THE INFORMATION TO BE DISCLOSED.
IF THIS AGREEMENT IS TERMINATED, THE BUYER
WILL, AND WILL CAUSE ITS OFFICERS, DIRECTORS, EMPLOYEES, ACCOUNTANTS, COUNSEL,
CONSULTANTS, ADVISORS AND AGENTS TO, DESTROY OR DELIVER TO THE SELLERS, UPON
REQUEST, ALL DOCUMENTS AND OTHER MATERIALS, AND ALL COPIES THEREOF, OBTAINED
FROM THE COMPANIES AND THE SELLERS IN CONNECTION WITH THIS AGREEMENT THAT ARE
SUBJECT TO THIS CONFIDENTIALITY REQUIREMENT.
THE TERMS OF THIS
SECTION 7(C) WILL SURVIVE TERMINATION OF THE AGREEMENT.
(D)
PUBLIC ANNOUNCEMENTS.
NO PARTY HERETO SHALL ISSUE, MAKE OR CAUSE
THE PUBLICATION OF ANY PRESS RELEASE OR OTHER ANNOUNCEMENT WITH RESPECT TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR OTHERWISE MAKE AND
DISCLOSURES RELATING THERETO, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED; PROVIDED,
HOWEVER, THAT SUCH CONSENT SHALL NOT BE REQUIRED WHERE SUCH RELEASE OR
ANNOUNCEMENT IS REQUIRED BY APPLICABLE LAW OR THE RULES AND REGULATIONS
PROMULGATED BY THE SEC, IN WHICH EVENT
12
THE PARTY SO REQUIRED TO ISSUE SUCH RELEASE OR ANNOUNCEMENT SHALL ENDEAVOR,
WHEREVER POSSIBLE, TO FURNISH AN ADVANCE COPY OF THE PROPOSED RELEASE TO THE
OTHER PARTY.
(E)
OTHER ACTIONS.
EACH OF THE PARTIES HERETO WILL USE THEIR
RESPECTIVE COLLECTIVE REASONABLE EFFORTS TO (I) TAKE, OR CAUSE TO BE TAKEN, ALL
ACTIONS, (II) DO, OR CAUSE TO BE DONE, ALL THINGS, AND (III) EXECUTE AND DELIVER
ALL SUCH DOCUMENTS; INSTRUMENTS AND OTHER PAPERS, AS IN EACH CASE MAY BE
NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAWS, OR REASONABLY REQUIRED TO
IN ORDER TO CARRY OUT THE TERMS AND PROVISIONS OF THIS AGREEMENT, TO SATISFY
EACH OF THE CONDITIONS TO THE PARTIES OBLIGATIONS UNDER SECTION 3 OF THIS
AGREEMENT AND TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTION.
(F)
DIVIDENDS.
SELLERS AGREE TO WAIVE ANY RIGHT TO RECEIVE ANY
ACCRUED BUT UNPAID DIVIDENDS ON THE STOCK AS OF THE CLOSING DATE.
(G)
PRE-CLOSING DISTRIBUTIONS.
BUYER ACKNOWLEDGES AND AGREES THAT
SELLERS MAY CAUSE