AND THEIR
RESPECTIVE AGENTS AND OTHER REPRESENTATIVES SHALL NOT SOLICIT OR ENTERTAIN
OFFERS FROM, NEGOTIATE WITH OR ENCOURAGE OR FACILITATE ANY INQUIRES BY THIRD
PARTIES TO PURCHASE THE SHARES OR THE ALL OR A SUBSTANTIALLY ALL OF THE
COMPANY'S ASSETS. NOTWITHSTANDING THE FOREGOING, THE PURCHASER ACKNOWLEDGES AND
AGREES THAT THE SELLER AND THE COMPANY HAVE PREVIOUSLY ACTIVELY MARKETED THE
SALE OF THE SHARES OR ASSETS OF THE COMPANY AND THAT THE SELLER'S OR THE
COMPANY'S RECEIPT OF AND RESPONSE TO A PROPOSAL OR INQUIRY BY A THIRD PARTY WHOM
WAS CONTACTED BY THE SELLER OR THE COMPANY PRIOR TO THE DATE HEREOF SHALL NOT
CONSTITUTE A BREACH OF THIS SECTION 4.2 IF SUCH RESPONSE DOES NO MORE THAN
INDICATE THAT THE SELLER AND THE COMPANY HAVE ENTERED INTO A DEFINITIVE
AGREEMENT TO SELL THE SHARES AND HAVE AGREED NOT TO NEGOTIATE WITH ANY OTHER
THIRD PARTIES WITH RESPECT TO A TRANSACTION INVOLVING THE SALE OF THE SHARES AT
THIS TIME.
4.3
FULL ACCESS TO THE PURCHASER. THROUGHOUT THE PERIOD PRIOR TO THE
CLOSING, AND ONLY DURING THE NORMAL BUSINESS HOURS OF THE COMPANY, THE COMPANY
WILL AFFORD TO THE PURCHASER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL,
ACCOUNTANTS, INVESTMENT ADVISORS AND OTHER AUTHORIZED REPRESENTATIVES AND
AGENTS, ACCESS TO THE FACILITIES, PROPERTIES, BOOKS AND RECORDS OF THE COMPANY
IN ORDER THAT THE PURCHASER MAY HAVE FULL OPPORTUNITY TO MAKE SUCH
INVESTIGATIONS REGARDING THE COMPANY AS THE PURCHASER WILL DESIRE TO MAKE OF THE
AFFAIRS OF THE COMPANY, AS LONG AS SUCH ACCESS DOES NOT SUBSTANTIALLY INTERFERE
WITH THE BUSINESS OF THE COMPANY.
4.4
CONFIDENTIALITY. THE PURCHASER AND THE SELLER AGREE TO COMPLY
WITH, AND TO CAUSE THEIR RESPECTIVE REPRESENTATIVES TO COMPLY WITH, IN ALL
RESPECTS, ALL OF THEIR RESPECTIVE OBLIGATIONS UNDER THAT CERTAIN CONFIDENTIAL
DISCLOSURE AGREEMENT BETWEEN THE PURCHASER AND THE SELLER DATED MAY 2, 2005 (THE
"CONFIDENTIALITY AGREEMENT"), AND IN NO EVENT WILL THE NEGOTIATION, ENTERING
INTO OR TERMINATION OF THIS AGREEMENT BE DEEMED TO WAIVE OR OTHERWISE ADVERSELY
AFFECT THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THE CONFIDENTIALITY
AGREEMENT, WHICH RIGHTS AND OBLIGATIONS WILL CONTINUE IN FULL FORCE AND EFFECT
IN ACCORDANCE WITH THEIR TERMS.
4.5
PUBLIC ANNOUNCEMENTS. NONE OF THE PARTIES HERETO SHALL MAKE ANY
PUBLIC ANNOUNCEMENT WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN WITHOUT
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES; PROVIDED, HOWEVER, THAT ANY OF
THE PARTIES HERETO MAY AT ANY TIME MAKE ANY ANNOUNCEMENTS WHICH ARE REQUIRED BY
APPLICABLE LAW OR THE RULES OF THE NASDAQ STOCK MARKET SO LONG AS THE PARTY SO
REQUIRED TO MAKE AN ANNOUNCEMENT PROMPTLY UPON LEARNING OF SUCH REQUIREMENT
NOTIFIES THE OTHER PARTIES OF SUCH REQUIREMENT AND DISCUSSES WITH THE OTHER
PARTIES IN GOOD FAITH THE WORDING OF ANY SUCH ANNOUNCEMENT.
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4.6
FURTHER ASSURANCES. EACH PARTY HERETO SHALL, BEFORE, AT AND AFTER
CLOSING, EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND TAKE SUCH OTHER
ACTIONS AS THE OTHER PARTY MAY REASONABLY REQUIRE IN ORDER TO CARRY OUT THE
INTENT OF THIS AGREEMENT.
4.7
NOTIFICATION. AT ALL TIMES