TIME
PERIOD, GEOGRAPHIC SCOPE AND/OR BUSINESS SCOPE OF THIS RESTRICTIVE COVENANT IS
HELD TO BE UNENFORCEABLY LONG OR BROAD, AS THE CASE MAY BE, THEN, AND EITHER
SUCH EVENT, NEITHER THE ENFORCEABILITY NOR THE VALIDITY OF THIS SECTION AS A
WHOLE SHALL BE AFFECTED.
RATHER, THE TIME PERIOD AND/OR SCOPE OF THE
RESTRICTION SO AFFECTED SHALL BE REDUCED TO THE MAXIMUM PERMITTED BY LAW.
SECTION 20.
EXPENSES.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN OR IN THE MERGER AGREEMENT, ALL COSTS AND EXPENSES
INCURRED BY ANY OF THE PARTIES HERETO WILL BE BORNE BY THE PARTY INCURRING SUCH
COSTS AND EXPENSES.
PARENT AND PURCHASER, ON THE ONE HAND, AND THE COMPANY AND
THE SHAREHOLDERS, ON THE OTHER HAND, WILL INDEMNIFY AND HOLD HARMLESS THE OTHER
FROM AND AGAINST ANY AND ALL CLAIMS OR LIABILITIES FOR FINDER'S FEES OR
BROKERAGE COMMISSIONS OR OTHER LIKE PAYMENTS INCURRED BY REASON OF ACTION TAKEN
BY HIM, HER OR IT OR ANY OF THEM, AS THE CASE MAY BE, PROVIDED THAT A
SHAREHOLDER SHALL ONLY BE OBLIGATED TO SO INDEMNIFY AND HOLD HARMLESS PARENT OR
PURCHASER FROM AND AGAINST ANY SUCH CLAIMS BY REASON OF ANY ACTION TAKEN BY SUCH
SHAREHOLDER.
SECTION 21.
FURTHER ASSURANCES.
EACH PARTY
HERETO WILL EXECUTE AND DELIVER ALL SUCH FURTHER DOCUMENTS AND INSTRUMENTS AND
TAKE ALL SUCH FURTHER ACTION AS MAY BE REASONABLY NECESSARY IN ORDER TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THE COMPANY
12
COVENANTS TO PARENT AND PURCHASER THAT IT AND ITS BOARD OF DIRECTORS SHALL (I)
USE ITS REASONABLE BEST EFFORTS TO ENSURE THAT NO STATE TAKEOVER STATUTE OR
SIMILAR STATUTE OR REGULATION IS OR BECOMES APPLICABLE TO THE PURCHASE OPTION
AND THE TRANSACTIONS AND (II) IF ANY STATE TAKEOVER STATUTE OR SIMILAR STATUTE
OR REGULATION BECOMES APPLICABLE TO ANY OF THE TRANSACTIONS, USE ITS REASONABLE
BEST EFFORTS TO ENSURE THAT THE PURCHASE OPTION AND THE OTHER TRANSACTIONS MAY
BE CONSUMMATED AS PROMPTLY AS PRACTICABLE ON THE TERMS CONTEMPLATED BY THIS
AGREEMENT AND THE MERGER AGREEMENT AND OTHERWISE TO MINIMIZE THE EFFECT OF SUCH
STATUTE OR REGULATION ON THE PURCHASE OPTION AND THE OTHER TRANSACTIONS.
SECTION 22.
PUBLICITY.
A SHAREHOLDER SHALL
NOT ISSUE ANY PRESS RELEASE OR OTHERWISE MAKE ANY PUBLIC STATEMENTS WITH RESPECT
TO THIS AGREEMENT OR THE MERGER AGREEMENT OR THE OTHER TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY WITHOUT THE CONSENT OF PARENT AND PURCHASER, EXCEPT AS MAY BE
REQUIRED BY LAW OR APPLICABLE STOCK EXCHANGE OR NASDAQ RULES.
SECTION 23.
STOP TRANSFER ORDER.
THE
COMPANY AGREES WITH, AND COVENANTS TO, PARENT AND PURCHASER THAT THE COMPANY
SHALL NOT REGISTER THE TRANSFER OF ANY CERTIFICATE REPRESENTING ANY
SHAREHOLDER'S SECURITIES UNLESS SUCH TRANSFER IS MADE IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.
THE COMPANY AND SUCH SHAREHOLDER AGREE TO TAKE ALL
REASONABLE STEPS TO PLACE WITH THE COMPANY'S TRANSFER AGENT A STOP TRANSFER
ORDER ON SUCH SECURITIES.
SECTION 24.
SHAREHOLDER CAPACITY.
NO
PERSON EXECUTING THIS AGREEMENT MAKES ANY AGREEMENT OR UNDERSTANDING HEREIN IN
SUCH SHAREHOLDER'S CAPACITY AS A DIRECTOR OR OFFICER OF THE COMPANY OR ANY