CONSISTENT WITH
THIS AGREEMENT, THE COMPANIES SHALL NOT: (I) DECLARE OR PAY ANY DIVIDEND
(WHETHER IN CASH, STOCK OR PROPERTY OR ANY COMBINATION THEREOF) ON OR MAKE ANY
OTHER DISTRIBUTION UPON, OR PURCHASE, RETIRE, OR REDEEM ANY SHARES OF THEIR
COMMON STOCK, OR SET ASIDE ANY FUNDS FOR ANY SUCH PURPOSE; (II) SPLIT, COMBINE
OR RECLASSIFY ANY SHARES OF THEIR CAPITAL STOCK, OR (III) PURCHASE OR REDEEM OR
OTHERWISE ACQUIRE ANY OUTSTANDING SHARES OF CAPITAL STOCK OR SECURITIES
CONVERTIBLE INTO ANY SUCH SHARES, OR ANY RIGHTS, WARRANTS OR OPTIONS TO ACQUIRE
ANY SUCH SHARES OR CONVERTIBLE SECURITIES.
IN ADDITION, THE COMPANIES SHALL NOT
ISSUE OR SELL OR OBLIGATE THEMSELVES TO ISSUE OR SELL ANY ADDITIONAL SHARES OF
THEIR CAPITAL STOCK, WHETHER OR NOT SUCH SHARES HAVE BEEN PREVIOUSLY AUTHORIZED
OR ISSUED, OR ISSUE OR SELL ANY WARRANTS, RIGHTS, OR OPTIONS TO ACQUIRE ANY SUCH
SHARES, OR TO ACQUIRE ANY STOCK OF ANY CORPORATION OR ANY INTEREST IN ANY
BUSINESS ENTERPRISE.
(XII)
TAX RETURNS.
THE COMPANIES SHALL NOT AMEND
ANY TAX RETURN OR MAKE ANY TAX ELECTION OR SETTLE OR COMPROMISE ANY FEDERAL,
STATE, LOCAL OR FOREIGN TAX LIABILITY MATERIAL TO THE COMPANIES.
11
(XIII)
ACQUISITION PROPOSALS.
FROM AND AFTER THE DATE OF THIS AGREEMENT
UNTIL THE EARLIER OF THE CLOSING OR THE TERMINATION OF THIS AGREEMENT, NONE OF
THE COMPANIES, SELLERS OR ANY AFFILIATE, DIRECTOR, OFFICER, MANAGER, EMPLOYEE,
OR REPRESENTATIVE OF EITHER OF THEM SHALL, DIRECTLY OR INDIRECTLY, (I) SOLICIT,
INITIATE, OR KNOWINGLY ENCOURAGE ANY ACQUISITION PROPOSAL (AS HEREINAFTER
DEFINED) OR (II) ENGAGE IN DISCUSSIONS OR NEGOTIATIONS WITH, OR DISCLOSE ANY
NONPUBLIC INFORMATION RELATING TO THE COMPANIES OR THE THEIR BUSINESSES TO, ANY
PERSON THAT IS CONSIDERING MAKING OR HAS MADE AN ACQUISITION PROPOSAL.
SELLERS
AND THE COMPANIES SHALL IMMEDIATELY CEASE AND CAUSE TO BE TERMINATED ANY
EXISTING ACTIVITIES, DISCUSSIONS, OR NEGOTIATIONS WITH ANY PERSONS CONDUCTED
HERETOFORE WITH RESPECT TO ANY ACQUISITION PROPOSAL AND SHALL PROMPTLY REQUEST
EACH SUCH PERSON WHO HAS HERETOFORE ENTERED INTO A CONFIDENTIALITY AGREEMENT IN
CONNECTION WITH AN ACQUISITION PROPOSAL TO RETURN TO SELLERS AND THE COMPANIES
ALL CONFIDENTIAL INFORMATION HERETOFORE FURNISHED TO SUCH PERSON BY OR ON BEHALF
OF SELLERS OR THE COMPANIES.
IF SELLERS SHALL HEREAFTER RECEIVE ANY ACQUISITION
PROPOSAL, SELLERS SHALL IMMEDIATELY COMMUNICATE THE TERMS OF SUCH PROPOSAL TO
BUYER.
THE TERM "ACQUISITION PROPOSAL," AS USED IN THIS PARAGRAPH 7(B)(XIII),
MEANS ANY OFFER OR PROPOSAL FOR, OR ANY INDICATION OF INTEREST IN, A MERGER OR
OTHER BUSINESS COMBINATION INVOLVING THE COMPANIES OR THE ACQUISITION OF ANY
EQUITY INTEREST IN THE COMPANIES, OR ANY OF THEIR ASSETS OTHER THAN THE
TRANSACTION.
(C)
CONFIDENTIALITY.
PRIOR TO THE CLOSING AND AFTER ANY TERMINATION
OF THIS AGREEMENT, BUYER WILL HOLD, AND WILL CAUSE ITS OFFICERS, DIRECTORS,
EMPLOYEES, ACCOUNTANTS, COUNSEL, CONSULTANTS, ADVISORS AND AGENTS TO HOLD, IN
CONFIDENCE, UNLESS COMPELLED TO DISCLOSE BY JUDICIAL OR ADMINISTRATIVE PROCESS
OR BY OTHER LAWS, ALL CONFIDENTIAL DOCUMENTS AND INFORMATION CONCERNING THE
COMPANIES AND THE SELLERS FURNISHED TO THE BUYER IN CONNECTION WITH THE
TRANSACTION, EXCEPT TO THE EXTENT THAT THE