REQUIRED TO ISSUE A PRESS RELEASE AND FILE WITH THE SEC A CURRENT REPORT
ON FORM 8-K PURSUANT TO THE EXCHANGE ACT REPORTING THE EXECUTION OF THIS
AGREEMENT AND (II) UPON THE CLOSING, HARBOR WILL BE REQUIRED TO FILE WITH THE
SEC A CURRENT REPORT ON FORM 8-K PURSUANT TO THE EXCHANGE ACT REPORTING THE
CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. IN CONNECTION WITH
THE PREPARATION OF THE FORM 8-K REPORTS, HARBOR ON THE ONE HAND, AND THE
COMPANY, ON THE OTHER HAND, SHALL, UPON THE REQUEST
36
BY THE OTHER, FURNISH THE OTHER WITH ALL INFORMATION AS MAY BE REASONABLY
NECESSARY OR REQUIRED TO PREPARE THE FORM 8-K REPORT. EACH PARTY REPRESENTS AND
WARRANTS TO THE OTHER PARTY THAT WITH RESPECT TO THE INFORMATION THAT SUCH PARTY
PROVIDES, ALL SUCH INFORMATION SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AND WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS CONTAINED THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING.
(C)
FOLLOWING THE INITIAL PUBLIC ANNOUNCEMENT
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE PARTIES HERETO WILL, AND
WILL CAUSE EACH OF THEIR AFFILIATES AND REPRESENTATIVES TO, MAINTAIN THE
CONFIDENTIALITY OF THIS AGREEMENT AND WILL NOT, AND WILL CAUSE EACH OF THEIR
AFFILIATES NOT TO, ISSUE OR CAUSE THE PUBLICATION OF ANY PRESS RELEASE OR OTHER
PUBLIC ANNOUNCEMENT WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES
HERETO, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED; PROVIDED,
HOWEVER, THAT A PARTY MAY, WITHOUT THE PRIOR CONSENT OF THE OTHER PARTIES
HERETO, ISSUE OR CAUSE PUBLICATION OF ANY SUCH PRESS RELEASE OR PUBLIC
ANNOUNCEMENT AS AND TO THE EXTENT THAT SUCH PARTY REASONABLY DETERMINES, AFTER
CONSULTATION WITH OUTSIDE LEGAL COUNSEL, SUCH ACTION TO BE REQUIRED BY LAW OR BY
THE RULES OF ANY APPLICABLE SELF-REGULATORY ORGANIZATION, IN WHICH EVENT SUCH
PARTY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO ALLOW THE OTHER PARTIES
HERETO REASONABLE TIME TO COMMENT ON SUCH PRESS RELEASE OR PUBLIC ANNOUNCEMENT
IN ADVANCE OF ITS ISSUANCE.
4.7
No Solicitation.
(A)
FROM AND AFTER THE DATE HEREOF, UNLESS AND
UNTIL THIS AGREEMENT SHALL HAVE BEEN TERMINATED IN ACCORDANCE WITH ITS TERMS,
THE COMPANY AND THE STOCKHOLDERS SHALL, AND SHALL CAUSE THEIR RESPECTIVE
DIRECTORS, OFFICERS, AFFILIATES, EMPLOYEES, ATTORNEYS, ACCOUNTANTS,
REPRESENTATIVES, CONSULTANTS AND OTHER AGENTS (COLLECTIVELY, THE "SELLER
REPRESENTATIVES") TO: (I) IMMEDIATELY CEASE ANY EXISTING DISCUSSIONS OR
NEGOTIATIONS WITH ANY PERSON CONDUCTED HERETOFORE, DIRECTLY OR INDIRECTLY, WITH
RESPECT TO ANY MERGER, REVERSE MERGER, STOCK SALE, ASSET SALE, RECAPITALIZATION
OR SIMILAR TRANSACTION INVOLVING OR WITH RESPECT TO THE STOCKHOLDERS, THE
COMPANY OR ANY SUBSIDIARY (A "BUSINESS COMBINATION"); (II) NOT DIRECTLY OR
INDIRECTLY SOLICIT, INITIATE, ENCOURAGE OR FACILITATE THE SUBMISSION OF
PROPOSALS OR OFFERS FROM ANY PERSON OTHER THAN HARBOR RELATING TO ANY BUSINESS
COMBINATION INVOLVING OR WITH RESPECT TO THE COMPANY OR ANY SUBSIDIARY,