ANY SUCH CONFLICTS, VIOLATIONS,
DEFAULTS, RIGHTS, OR ENCUMBRANCES THAT, INDIVIDUALLY OR IN THE AGGREGATE, WOULD
NOT MATERIALLY IMPAIR THE ABILITY OF STOCKHOLDER TO PERFORM STOCKHOLDER'S
OBLIGATIONS HEREUNDER OR PREVENT, LIMIT OR RESTRICT THE CONSUMMATION OF ANY OF
THE TRANSACTIONS
3
CONTEMPLATED HEREBY.
THERE IS NO BENEFICIARY OR HOLDER OF A VOTING TRUST
CERTIFICATE OR OTHER INTEREST OF ANY TRUST OF WHICH STOCKHOLDER IS SETTLOR OR
TRUSTEE OR ANY OTHER PERSON OR GOVERNMENTAL ENTITY WHOSE CONSENT, APPROVAL,
ORDER OR AUTHORIZATION IS REQUIRED BY OR WITH RESPECT TO STOCKHOLDER FOR THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY STOCKHOLDER OR THE
CONSUMMATION BY STOCKHOLDER OF THE TRANSACTIONS CONTEMPLATED HEREBY.
3.3
TITLE.
STOCKHOLDER IS THE RECORD OWNER OF THE SHARES OF COMPANY
COMMON STOCK INDICATED ON THE SIGNATURE PAGES HERETO, WHICH, ON AND AS OF THE
DATE HEREOF, ARE FREE AND CLEAR OF ANY ENCUMBRANCES THAT WOULD ADVERSELY AFFECT
THE ABILITY OF STOCKHOLDER TO CARRY OUT THE TERMS OF THIS AGREEMENT.
THE NUMBER
OF SHARES SET FORTH ON THE SIGNATURE PAGES HERETO ARE THE ONLY SHARES OWNED OF
RECORD OR BENEFICIALLY OWNED BY STOCKHOLDER OR OVER WHICH STOCKHOLDER EXERCISES
VOTING POWER AND, EXCEPT AS SET FORTH ON SUCH SIGNATURE PAGES, STOCKHOLDER HOLDS
NO OPTIONS OR WARRANTS TO PURCHASE OR RIGHTS TO SUBSCRIBE FOR OR OTHERWISE
ACQUIRE ANY SECURITIES OF THE COMPANY AND HAS NO OTHER INTEREST IN OR VOTING
RIGHTS WITH RESPECT TO ANY SECURITIES OF THE COMPANY.
3.4
POWER.
STOCKHOLDER HAS SOLE VOTING POWER AND SOLE POWER TO ISSUE
INSTRUCTIONS WITH RESPECT TO THE MATTERS SET FORTH IN SECTION 1 AND SECTION 2
HEREOF, SOLE POWER OF DISPOSITION AND SOLE POWER TO AGREE TO ALL OF THE MATTERS
SET FORTH IN THIS AGREEMENT, IN EACH CASE WITH RESPECT TO ALL OF THE SHARES,
WITH NO LIMITATIONS, QUALIFICATIONS OR RESTRICTIONS ON SUCH RIGHTS (SUBJECT TO
APPLICABLE SECURITIES LAWS).
3.5
NO OTHER RIGHTS.
EXCEPT FOR THIS AGREEMENT, THERE ARE NO
OUTSTANDING OPTIONS, WARRANTS OR OTHER RIGHTS TO PURCHASE OR ACQUIRE ANY OF THE
SHARES.
4.
EFFECTIVENESS; TERMINATION; NO SURVIVAL.
THIS AGREEMENT SHALL
BECOME EFFECTIVE UPON ITS EXECUTION BY STOCKHOLDER, PARENT AND MERGER SUB AND
UPON THE EXECUTION OF THE MERGER AGREEMENT.
THIS AGREEMENT MAY BE TERMINATED AT
ANY TIME BY MUTUAL WRITTEN CONSENT OF STOCKHOLDER, PARENT AND MERGER SUB.
THIS
AGREEMENT, AND THE OBLIGATIONS OF STOCKHOLDER HEREUNDER, INCLUDING, WITHOUT
LIMITATION, STOCKHOLDER'S OBLIGATIONS UNDER SECTION 1 AND SECTION 2 ABOVE, SHALL
TERMINATE, WITHOUT ANY ACTION BY THE PARTIES HERETO, UPON THE EARLIEST TO OCCUR
OF THE FOLLOWING: (I) SUCH DATE AND TIME AS THE MERGER SHALL BECOME EFFECTIVE IN
ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE MERGER AGREEMENT; (II) SUCH DATE
AND TIME AS MERGER SUB ACCEPTS FOR PAYMENT ALL OF THE SHARES HELD BY
STOCKHOLDER; (III) SUCH DATE AND TIME AS THE MERGER AGREEMENT HAS BEEN AMENDED
BY THE PARTIES THERETO TO LOWER OR CHANGE THE FORM OF CONSIDERATION SET FORTH IN
THE OFFER PRICE; AND (IV) SUCH DATE AND TIME AS THE MERGER AGREEMENT SHALL HAVE
BEEN VALIDLY TERMINATED PURSUANT