any of their respective assets may be bound, or (C) violate any
applicable order, writ, injunction, decree, judgment, statute, rule or
regulation, except for any of the foregoing as would not prevent Parent or
Merger Sub from performing their respective obligations under this Agreement.
3.
Covenants of Each Shareholder.
Until the termination of this Agreement in accordance with Section 5, each
Shareholder, in its capacity as such, agrees as follows:
(A)
AT THE COMPANY SHAREHOLDERS MEETING OR AT ANY ADJOURNMENT,
POSTPONEMENT OR CONTINUATION THEREOF OR IN ANY OTHER CIRCUMSTANCES OCCURRING
PRIOR TO THE COMPANY SHAREHOLDERS MEETING UPON WHICH A VOTE OR OTHER APPROVAL
WITH RESPECT TO THE MERGER AND THE MERGER AGREEMENT IS SOUGHT, EACH SHAREHOLDER
SHALL VOTE (OR CAUSE TO BE VOTED) THE SUBJECT SHARES (AND EACH CLASS THEREOF)
HELD BY SUCH SHAREHOLDER (I) IN FAVOR OF THE APPROVAL OF THE MERGER AND THE
APPROVAL AND ADOPTION OF THE MERGER AGREEMENT; AND (II) EXCEPT WITH THE WRITTEN
CONSENT OF PARENT AND MERGER SUB, AGAINST ANY COMPANY ACQUISITION PROPOSAL. ANY
SUCH VOTE SHALL BE CAST IN ACCORDANCE WITH SUCH PROCEDURES RELATING THERETO SO
AS TO ENSURE THAT IT IS DULY COUNTED FOR PURPOSES OF DETERMINING THAT A QUORUM
IS PRESENT AND FOR PURPOSES OF RECORDING THE RESULTS OF SUCH VOTE. EACH
SHAREHOLDER AGREES NOT TO ENTER INTO ANY AGREEMENT OR COMMITMENT WITH ANY PERSON
THE EFFECT OF WHICH WOULD BE INCONSISTENT WITH OR VIOLATIVE OF THE PROVISIONS
AND AGREEMENTS CONTAINED IN THIS SECTION 3(A).
(B)
EACH SHAREHOLDER AGREES NOT TO, DIRECTLY OR INDIRECTLY, (I) SELL,
TRANSFER, TENDER, PLEDGE, ENCUMBER, ASSIGN OR OTHERWISE DISPOSE OF
(COLLECTIVELY, A "TRANSFER") OR ENTER INTO ANY AGREEMENT, OPTION OR OTHER
ARRANGEMENT WITH RESPECT TO, OR CONSENT TO A TRANSFER OF, OR REDUCE HIS, HER OR
ITS RISK IN A CONSTRUCTIVE SALE (AS DEFINED BELOW) WITH RESPECT TO, ANY OR ALL
OF THE SUBJECT SHARES, OTHER THAN IN ACCORDANCE WITH THE MERGER AGREEMENT, OR
(II) GRANT ANY PROXIES (OTHER THAN THE COMPANY PROXY CARD IN CONNECTION WITH THE
COMPANY SHAREHOLDERS MEETING IF AND TO THE EXTENT SUCH PROXY IS CONSISTENT WITH
SUCH SHAREHOLDER'S OBLIGATIONS UNDER SECTION 3(A) HEREOF), DEPOSIT ANY SUBJECT
SHARES INTO ANY VOTING TRUST OR ENTER INTO ANY VOTING ARRANGEMENT, WHETHER BY
PROXY, VOTING AGREEMENT OR OTHERWISE, WITH RESPECT TO ANY OF THE SUBJECT SHARES,
OTHER THAN PURSUANT TO THIS AGREEMENT OR IN A MANNER CONSISTENT WITH SUCH
SHAREHOLDER'S OBLIGATIONS UNDER SECTION 3(A) HEREOF. SUCH SHAREHOLDER FURTHER
AGREES NOT TO, AND SHALL CAUSE ITS AFFILIATES NOT TO, COMMIT OR AGREE TO TAKE
ANY OF THE FOREGOING ACTIONS OR TAKE ANY ACTION THAT MAY REASONABLY BE EXPECTED
TO HAVE THE EFFECT OF PREVENTING, IMPEDING, INTERFERING WITH OR ADVERSELY
AFFECTING ITS ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY SET FORTH IN THIS
AGREEMENT, EACH SHAREHOLDER MAY TRANSFER ANY OR ALL OF THE SUBJECT SHARES (I) BY
WILL, OR BY OPERATION OF LAW, IN WHICH CASE THIS AGREEMENT SHALL BIND THE
TRANSFEREE, OR (II) IN CONNECTION WITH ESTATE