IN
EFFECT, TO NOTIFY PARENT PROMPTLY IN WRITING OF THE NUMBER OF ANY ADDITIONAL
SHARES OF COMMON STOCK OR ANY EQUITY INCENTIVES ACQUIRED BY SUCH STOCKHOLDER, IF
ANY, AFTER THE DATE HEREOF.
SECTION 3.02.
OTHER TRANSACTIONS.
EACH OF THE STOCKHOLDERS AGREES THAT IT
WILL NOT, DIRECTLY OR INDIRECTLY:
(I) SOLICIT, INITIATE, INDUCE, FACILITATE OR
ENCOURAGE (INCLUDING BY WAY OF FURNISHING INFORMATION OR PROVIDING ACCESS TO ITS
PROPERTIES, BOOKS, RECORDS OR PERSONNEL) ANY INQUIRIES REGARDING, OR THE MAKING,
SUBMISSION OR ANNOUNCEMENT OF ANY PROPOSAL OR OFFER THAT CONSTITUTES, OR COULD
REASONABLY BE EXPECTED TO RESULT IN, AN ACQUISITION PROPOSAL; (II) PARTICIPATE
IN ANY DISCUSSIONS OR NEGOTIATIONS REGARDING, OR TAKE ANY OTHER ACTION TO
FACILITATE OR ENCOURAGE ANY INQUIRIES OR THE MAKING OF ANY PROPOSAL THAT
CONSTITUTES OR WOULD BE REASONABLY EXPECTED TO LEAD TO, AN ACQUISITION PROPOSAL
(OTHER THAN WITH PARENT AND ITS REPRESENTATIVES); OR (III) ENTER INTO ANY LETTER
OF INTENT, ACQUISITION AGREEMENT OR ANY SIMILAR AGREEMENT OR UNDERSTANDING
RELATING TO AN ACQUISITION PROPOSAL.
EACH OF THE STOCKHOLDERS WILL, AND WILL
CAUSE THEIR RESPECTIVE AND REPRESENTATIVES TO, IMMEDIATELY CEASE AND CAUSE TO BE
TERMINATED ANY AND ALL EXISTING ACTIVITIES, DISCUSSIONS OR NEGOTIATIONS
(INCLUDING ANY SUCH ACTIVITIES, DISCUSSIONS OR NEGOTIATIONS CONDUCTED BY
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES) WITH ANY THIRD PARTIES CONDUCTED HERETOFORE
WITH RESPECT TO CONSIDERATION OF ANY ACQUISITION PROPOSAL.
THE STOCKHOLDERS
SHALL PROMPTLY (AND IN ANY EVENT NO LATER THAN 24 HOURS) NOTIFY PARENT OF THE
RECEIPT OF ANY ACQUISITION PROPOSAL OR ANY INQUIRY, PROPOSAL OR OFFER THAT IS
REASONABLY LIKELY TO LEAD TO AN ACQUISITION PROPOSAL AFTER THE DATE HEREOF ,
WHICH NOTICE SHALL INCLUDE THE IDENTITY OF THE PERSON MAKING SUCH ACQUISITION
PROPOSAL OR OTHER INQUIRY, PROPOSAL OR OFFER AND THE MATERIAL TERMS AND
CONDITIONS THEREOF, AND WILL KEEP PARENT PROMPTLY AND REASONABLY APPRISED OF ANY
RELATED MATERIAL DEVELOPMENTS, DISCUSSIONS AND NEGOTIATIONS RELATED THERETO.
SECTION 3.03.
RESERVED.
SECTION 3.04.
FURTHER ASSURANCES.
PARENT, MERGER SUB AND EACH STOCKHOLDER
SHALL EACH EXECUTE AND DELIVER, OR CAUSE TO BE EXECUTED AND DELIVERED, ALL
FURTHER DOCUMENTS AND INSTRUMENTS AND USE ITS REASONABLE BEST EFFORTS TO TAKE,
OR CAUSE TO BE TAKEN, ALL ACTIONS AND TO DO, OR CAUSE TO BE DONE, ALL THINGS
NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAWS AND REGULATIONS, TO
CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01.
TERMINATION.
THIS AGREEMENT SHALL TERMINATE AUTOMATICALLY,
WITHOUT ANY ACTION ON THE PART OF ANY PARTY HERETO, UPON THE EARLIER TO OCCUR OF
(A) THE EFFECTIVE TIME AND (B) THE TERMINATION OF THE MERGER AGREEMENT PURSUANT
TO ITS TERMS.
UPON SUCH TERMINATION, NO PARTY SHALL HAVE ANY FURTHER
OBLIGATIONS OR LIABILITIES HEREUNDER EXCEPT THAT (I) THE OBLIGATIONS OF THE
STOCKHOLDERS THIS ARTICLE IV SHALL SURVIVE TERMINATION AND (II) SUCH TERMINATION
SHALL NOT RELIEVE ANY PARTY FROM LIABILITY FOR ANY WILLFUL BREACH OF THIS
AGREEMENT PRIOR TO SUCH TERMINATION.
SECTION 4.02.
NO OWNERSHIP INTEREST.
NOTHING CONTAINED IN THIS AGREEMENT
SHALL BE DEEMED TO VEST IN