EACH SUCH PARTY HAS MADE ITS OWN INQUIRY AND INVESTIGATION INTO, AND, BASED
THEREON, HAS FORMED AN INDEPENDENT JUDGMENT CONCERNING, THE COMPANY AND ITS
BUSINESS.
EACH OF PARENT AND SUB FURTHER ACKNOWLEDGES AND AGREES THAT THE ONLY
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS MADE BY THE COMPANY ARE
THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS MADE IN THIS AGREEMENT
AND THE COMPANY LETTER, AND THE COMPANY MAKES NO OTHER EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPANY OR ITS BUSINESS OR
OTHERWISE OR WITH RESPECT TO ANY OTHER INFORMATION PROVIDED BY THE COMPANY OR
ANY OF ITS AFFILIATES OR REPRESENTATIVES.
NEITHER PARENT NOR SUB HAS RELIED
UPON ANY OTHER REPRESENTATION OR OTHER INFORMATION MADE OR SUPPLIED BY OR ON
BEHALF OF THE COMPANY OR BY ANY AFFILIATE OR REPRESENTATIVE OF THE COMPANY.
SECTION 3.6
BROKERS.
NO BROKER, INVESTMENT BANKER OR OTHER PERSON IS
ENTITLED TO ANY BROKER'S, FINDER'S OR OTHER SIMILAR FEE OR COMMISSION IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BASED UPON
ARRANGEMENTS MADE BY OR ON BEHALF OF THE PARENT OR SUB.
ARTICLE IV.
ADDITIONAL AGREEMENTS
SECTION 4.1
PREPARATION OF THE PROXY STATEMENT.
AS SOON AS
REASONABLY PRACTICABLE AFTER THE DATE HEREOF, BUT IN NO EVENT LATER THAN 30 DAYS
AFTER THE DATE OF THIS AGREEMENT, THE COMPANY SHALL PREPARE FOR FILING AND FILE
WITH THE SEC A PRELIMINARY PROXY STATEMENT, IN A FORM REASONABLY SATISFACTORY TO
PARENT.
THE COMPANY SHALL RESPOND TO COMMENTS AND REQUESTS FROM THE SEC, AS
APPROPRIATE, USE ALL REASONABLE EFFORTS TO CAUSE THE PROXY STATEMENT TO BE
CLEARED BY THE SEC, THEREAFTER MAIL THE PROXY STATEMENT TO ITS STOCKHOLDERS
ENTITLED THERETO, SOLICIT PROXIES WITH RESPECT TO THE COMPANY COMMON STOCK AS
CONTEMPLATED THEREBY AND APPOINT PERSONS TO VOTE SUCH PROXIES.
THE COMPANY
SHALL PROMPTLY DELIVER TO PARENT COPIES OF ANY COMMENTS OR REQUESTS WITH RESPECT
TO THE PROXY STATEMENT THAT IT RECEIVES FROM THE SEC.
PARENT, SUB AND THE
COMPANY WILL CONSULT AND COOPERATE WITH EACH OTHER IN PREPARING SUCH DOCUMENT
AND RESPONDING TO SUCH COMMENTS AND REQUESTS AND, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, PARENT AND SUB SHALL FURNISH TO THE COMPANY THE
INFORMATION RELATING TO THEM THAT THE EXCHANGE ACT REQUIRES TO BE SET FORTH IN
SUCH DOCUMENT, AND THE COMPANY SHALL CAUSE THE PROXY STATEMENT TO COMPLY AS TO
FORM IN ALL MATERIAL RESPECTS WITH THE APPLICABLE PROVISIONS OF THE EXCHANGE
ACT.
THE PARTIES SHALL PROMPTLY CORRECT ANY SUCH INFORMATION WHICH CONTAINS ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY IN ORDER TO
27
MAKE THE STATEMENTS MADE THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY ARE MADE, NOT MISLEADING.
SECTION 4.2
STOCKHOLDER APPROVALS.
(A)
THE COMPANY SHALL USE ALL REASONABLE EFFORTS TO ESTABLISH A RECORD
DATE FOR, DULY CALL, GIVE NOTICE OF AND HOLD A SPECIAL MEETING OF ITS
STOCKHOLDERS (THE "COMPANY STOCKHOLDERS' MEETING") AS PROMPTLY AS PRACTICABLE
FOR THE PURPOSE OF VOTING UPON THIS AGREEMENT AND THE TRANSACTIONS