as Exhibit A (the "Proxy"), which shall be irrevocable, prior to
the Termination Date and to the fullest extent permitted by law and except as
otherwise set forth therein, with respect to the Subject Securities referred to
therein.
3.
AGREEMENT TO RETAIN SUBJECT SECURITIES.
(A)
RESTRICTION ON TRANSFER.
DURING THE PERIOD FROM THE DATE OF THIS
AGREEMENT UNTIL THE EARLIER TO OCCUR OF (I) THE OBTAINING OF THE REQUISITE
STOCKHOLDER VOTE (AS DEFINED IN THE MERGER AGREEMENT) AND (II) THE TERMINATION
DATE, EACH STOCKHOLDER SHALL NOT, DIRECTLY OR INDIRECTLY, EXCEPT AS CONTEMPLATED
BY THIS CLAUSE (A), CAUSE OR PERMIT ANY TRANSFER OF ANY OF THE SUBJECT
SECURITIES TO BE EFFECTED OTHER THAN PURSUANT TO THE MERGER.
NOTWITHSTANDING
THE FOREGOING, EACH STOCKHOLDER MAY CAUSE OR PERMIT ANY TRANSFER OF ANY OF THE
SUBJECT SECURITIES TO ANY OF ITS AFFILIATES (AS DEFINED IN THE MERGER
AGREEMENT), PROVIDED THAT THE EFFECTIVENESS OF ANY SUCH TRANSFER SHALL BE
CONDITIONED ON THE TRANSFEREE AGREEING IN WRITING TO BE BOUND BY THE PROVISIONS
OF THIS AGREEMENT IN A FORM REASONABLY SATISFACTORY TO PARENT.
(B)
RESTRICTION ON TRANSFER OF VOTING RIGHTS.
DURING THE PERIOD FROM
THE DATE OF THIS AGREEMENT THROUGH THE TERMINATION DATE, EACH STOCKHOLDER SHALL
ENSURE THAT, WITHOUT PARENT'S PRIOR WRITTEN CONSENT: (A) NONE OF THE SUBJECT
SECURITIES IS DEPOSITED INTO A VOTING TRUST; AND (B) NO PROXY (OTHER THAN THE
PROXY GRANTED HEREIN) IS GRANTED, AND NO VOTING AGREEMENT OR SIMILAR AGREEMENT
IS ENTERED INTO, WITH RESPECT TO ANY OF THE SUBJECT SECURITIES.
4.
Representations, Warranties and Covenants of the Stockholders.
Each Stockholder hereby represents and warrants to Parent as follows:
(A)
DUE AUTHORIZATION, ETC.
ALL CONSENTS, APPROVALS, AUTHORIZATIONS
AND ORDERS NECESSARY FOR THE EXECUTION AND DELIVERY BY SUCH STOCKHOLDER OF THIS
AGREEMENT AND THE PROXY HAVE BEEN OBTAINED, AND SUCH STOCKHOLDER HAS ALL LEGAL
CAPACITY, FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND THE
PROXY, AND PERFORM SUCH STOCKHOLDER'S OBLIGATIONS HEREUNDER.
THIS AGREEMENT AND
THE PROXY HAVE BEEN DULY EXECUTED AND DELIVERED BY SUCH STOCKHOLDER AND
CONSTITUTE VALID AND BINDING AGREEMENTS OF SUCH STOCKHOLDER ENFORCEABLE IN
ACCORDANCE WITH THEIR TERMS, EXCEPT AS THE SAME MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS NOW OR HEREAFTER IN
EFFECT RELATING TO CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL PRINCIPLES
OF EQUITY.
(B)
NO CONFLICT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
PROXY BY SUCH STOCKHOLDER DOES NOT, AND THE PERFORMANCE OF AND UNDER THIS
AGREEMENT AND THE PROXY BY SUCH STOCKHOLDER WILL NOT (I) CONFLICT WITH OR
VIOLATE ANY LAW APPLICABLE TO THE SUBJECT SECURITIES HELD BY SUCH STOCKHOLDER OR
(II) RESULT IN, GIVE RISE TO OR CONSTITUTE A VIOLATION OR BREACH OF OR A DEFAULT
(OR ANY EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A
VIOLATION, BREACH OR DEFAULT) UNDER ANY OF THE TERMS OF ANY UNDERSTANDING,
AGREEMENT OR OTHER INSTRUMENT OR OBLIGATION TO WHICH SUCH STOCKHOLDER IS A PARTY
OR BY WHICH SUCH STOCKHOLDER OR ANY OF THE SUBJECT SECURITIES