(C)
TITLE TO SECURITIES.
AS OF THE DATE OF THIS AGREEMENT: (A) SUCH
STOCKHOLDER HOLDS OF RECORD (FREE AND CLEAR OF ANY ENCUMBRANCES OR RESTRICTIONS)
THE NUMBER OF OUTSTANDING SHARES OF COMPANY COMMON STOCK SET FORTH UNDER THE
HEADINGS "SHARES OF COMPANY COMMON STOCK HELD OF RECORD" ON THE SIGNATURE PAGE
HEREOF; (B) SUCH STOCKHOLDER OWNS THE ADDITIONAL SECURITIES OF THE COMPANY SET
FORTH UNDER THE HEADING "ADDITIONAL SECURITIES BENEFICIALLY OWNED" ON THE
SIGNATURE PAGE HEREOF; AND (C) SUCH STOCKHOLDER AND ITS AFFILIATES (OTHER THAN
ANY OTHER STOCKHOLDER OF THE COMPANY ENTERING INTO A VOTING AGREEMENT WITH
PARENT SUBSTANTIALLY SIMILAR TO THIS AGREEMENT AS OF THE DATE HEREOF) DO NOT
DIRECTLY OR INDIRECTLY OWN ANY SHARES OF CAPITAL STOCK OR OTHER SECURITIES OF
THE COMPANY, OR ANY OPTION, WARRANT OR OTHER RIGHT TO ACQUIRE (BY PURCHASE,
CONVERSION OR OTHERWISE) ANY SHARES OF CAPITAL STOCK OR OTHER SECURITIES OF THE
COMPANY, OTHER THAN THE SHARES AND OPTIONS, WARRANTS AND OTHER RIGHTS SET FORTH
ON THE SIGNATURE PAGE HEREOF.
(D)
RELIANCE BY PARENT.
SUCH STOCKHOLDER UNDERSTANDS AND ACKNOWLEDGES
THAT PARENT IS ENTERING INTO THE MERGER AGREEMENT IN RELIANCE UPON THE EXECUTION
AND DELIVERY OF THIS AGREEMENT BY SUCH STOCKHOLDER, THE PERFORMANCE BY SUCH
STOCKHOLDER OF ITS OBLIGATIONS HEREUNDER AND THE COMPLIANCE BY SUCH STOCKHOLDER
WITH THE TERMS HEREOF.
5.
ADDITIONAL COVENANTS OF THE STOCKHOLDER.
(A)
FURTHER ASSURANCES.
FROM TIME TO TIME AND WITHOUT ADDITIONAL
CONSIDERATION, THE STOCKHOLDER SHALL EXECUTE AND DELIVER, OR CAUSE TO BE
EXECUTED AND DELIVERED, SUCH ADDITIONAL INSTRUMENTS, AND SHALL TAKE SUCH FURTHER
ACTIONS, AS PARENT MAY REASONABLY REQUEST FOR THE PURPOSE OF CARRYING OUT AND
FURTHERING THE INTENT OF THIS AGREEMENT.
(B)
APPRAISAL RIGHTS.
THE STOCKHOLDER HEREBY WAIVES ANY RIGHTS OF
APPRAISAL OR RIGHTS TO DISSENT FROM THE MERGER OR THE ADOPTION OF THE MERGER
AGREEMENT THAT IT MAY HAVE UNDER APPLICABLE LAW AND SHALL NOT PERMIT ANY SUCH
RIGHTS OF APPRAISAL OR RIGHTS OF DISSENT TO BE EXERCISED WITH RESPECT TO THE
SUBJECT SECURITIES.
(C)
NO SOLICITATION.
THE STOCKHOLDER SHALL NOT TAKE ANY ACTION THAT
THE COMPANY IS PROHIBITED FROM TAKING UNDER SECTION 6.5 OF THE MERGER
AGREEMENT.
NOTWITHSTANDING THE FOREGOING AND THE PROVISIONS OF SECTION 6.5 OF
THE MERGER AGREEMENT, THE STOCKHOLDER SHALL BE EXPRESSLY ENTITLED TO TAKE ANY
ACTION THAT THE COMPANY OR THE BOARD OF DIRECTORS OF THE COMPANY IS ENTITLED TO
TAKE UNDER SECTION 6.5 THE MERGER AGREEMENT.
(D)
BOARD DUTIES.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS
AGREEMENT SHALL LIMIT, RESTRICT OR OTHERWISE AFFECT ANY ACTIONS TAKEN IN
COMPLIANCE WITH THE MERGER AGREEMENT BY ANY PERSON AFFILIATED WITH THE
STOCKHOLDER SOLELY IN HIS OR HER CAPACITY AS A MEMBER OF THE BOARD OF DIRECTORS
OF THE COMPANY OR ANY COMMITTEE THEREOF.
6.
Certain Definitions.
For purposes of this Agreement,
(A)
"COMPANY COMMON STOCK" MEANS THE COMMON STOCK, $.01 PAR VALUE PER
SHARE, OF THE COMPANY.
3
(B)
THE STOCKHOLDER IS DEEMED TO "OWN" OR TO HAVE ACQUIRED "OWNERSHIP"
OF A SECURITY IF SUCH STOCKHOLDER IS THE "BENEFICIAL OWNER" OF SUCH SECURITY
WITHIN