SALE,
TRANSFER, PLEDGE, ASSIGNMENT, HYPOTHECATION OR OTHER DISPOSITION OF ANY INTEREST
IN OR THE VOTING OF ANY SECURITIES OR ANY OTHER SECURITIES OF THE COMPANY OR (E)
TAKE ANY OTHER ACTION THAT WOULD IN ANY WAY DESTROY, MATERIALLY DIMINISH OR
IMPAIR THE VOTING POWER OR ECONOMIC RIGHTS OR OTHER RIGHTS ATTRIBUTABLE TO SUCH
SHAREHOLDER'S SHARES OR MATERIALLY RESTRICT, LIMIT OR INTERFERE WITH THE
PERFORMANCE OF SUCH SHAREHOLDER'S
5
OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR WHICH WOULD
OTHERWISE MATERIALLY DIMINISH THE BENEFITS OF THIS AGREEMENT TO PARENT OR
PURCHASER.
SECTION 6.
ADJUSTMENTS.
(A)
IN THE EVENT (I) OF ANY STOCK DIVIDEND,
STOCK SPLIT, RECAPITALIZATION, RECLASSIFICATION, COMBINATION OR EXCHANGE OF
SHARES OF CAPITAL STOCK OR OTHER SECURITIES OF THE COMPANY ON, OF OR AFFECTING
THE SHARES OR THE LIKE OR ANY OTHER ACTION THAT WOULD HAVE THE EFFECT OF
CHANGING A SHAREHOLDER'S OWNERSHIP OF THE COMPANY'S CAPITAL STOCK OR OTHER
SECURITIES OR (II) A SHAREHOLDER BECOMES THE BENEFICIAL OWNER OF ANY ADDITIONAL
SHARES OF OR OTHER SECURITIES OF THE COMPANY, THEN THE TERMS OF THIS AGREEMENT
WILL APPLY TO THE SHARES OF CAPITAL STOCK HELD BY SUCH SHAREHOLDER IMMEDIATELY
FOLLOWING THE EFFECTIVENESS OF THE EVENTS DESCRIBED IN CLAUSE (I) OR SUCH
SHAREHOLDER BECOMING THE BENEFICIAL OWNER THEREOF, AS DESCRIBED IN CLAUSE (II),
AS THOUGH THEY WERE SECURITIES HEREUNDER.
(B)
EACH SHAREHOLDER HEREBY AGREES, DURING THE
TERM OF THIS AGREEMENT, TO PROMPTLY NOTIFY PARENT AND PURCHASER OF THE NUMBER OF
ANY NEW SECURITIES ACQUIRED BY SUCH SHAREHOLDER, IF ANY, AFTER THE DATE HEREOF,
PROVIDED THAT THE ACQUISITION OF COMPANY COMMON STOCK UPON THE EXERCISE OF
OPTIONS SET FORTH ON SCHEDULE A SHALL NOT REQUIRE SUCH NOTIFICATION.
THE
COMPANY AGREES THAT IT SHALL PROMPTLY NOTIFY PARENT AND PURCHASER UPON THE
EXERCISE OF OPTIONS SET FORTH ON SCHEDULE A.
SECTION 7.
TENDER OF SECURITIES.
UNLESS THIS AGREEMENT HAS BEEN TERMINATED, EACH SHAREHOLDER HEREBY AGREES THAT
SUCH SHAREHOLDER WILL VALIDLY TENDER (OR CAUSE THE RECORD OWNER OF SUCH SHARES
TO VALIDLY TENDER) AND SELL (AND NOT WITHDRAW, EXCEPT IN THE EVENT THE PURCHASE
OPTION IS EXERCISED, IN WHICH CASE SUCH WITHDRAWAL SHALL BE FOR THE LIMITED
PURPOSE OF CONSUMMATING THE PURCHASE OPTION) PURSUANT TO AND IN ACCORDANCE WITH
THE TERMS OF THE OFFER AS PROMPTLY AS REASONABLY PRACTICABLE AND IN ANY EVENT
NOT LATER THAN THE TENTH BUSINESS DAY AFTER COMMENCEMENT OF THE OFFER (OR THE
EARLIER OF THE EXPIRATION DATE OF THE OFFER AND THE FIFTH BUSINESS DAY AFTER
SUCH SHARES, AS THE CASE MAY BE, ARE ACQUIRED BY SUCH SHAREHOLDER IF THE
SHAREHOLDER ACQUIRES SHARES AFTER THE DATE HEREOF), ALL OF THE THEN OUTSTANDING
SHARES BENEFICIALLY OWNED BY SUCH SHAREHOLDER (INCLUDING THE SHARES OF COMPANY
COMMON STOCK OUTSTANDING AS OF THE DATE HEREOF AND SET FORTH ON SCHEDULE A
OPPOSITE SUCH SHAREHOLDER'S NAME).
IN THE EVENT, NOTWITHSTANDING THE PROVISIONS
OF THE FIRST SENTENCE OF THIS SECTION 7, DURING THE TERM OF THIS AGREEMENT, ANY
SHARES BENEFICIALLY OWNED BY A SHAREHOLDER ARE FOR ANY REASON WITHDRAWN FROM THE
OFFER OR ARE NOT