EACH PURCHASER SHALL NOT, AND
SHALL CAUSE ITS TRADING AFFILIATES NOT TO, PRIOR TO THE EFFECTIVENESS OF THE
REGISTRATION STATEMENT: (A) SELL, OFFER TO SELL, SOLICIT OFFERS TO BUY, DISPOSE
OF, LOAN, PLEDGE OR GRANT ANY RIGHT WITH RESPECT TO (COLLECTIVELY, A
"DISPOSITION") THE SHARES UNLESS PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT; OR (B) ENGAGE IN ANY HEDGING OR OTHER
TRANSACTION WHICH IS DESIGNED OR COULD REASONABLY BE EXPECTED TO LEAD TO OR
RESULT IN A DISPOSITION OF THE SHARES BY SUCH PURCHASER OR AN AFFILIATE. IN
ADDITION, PURCHASER AGREES THAT FOR SO LONG AS IT OWNS ANY COMMON STOCK, IT WILL
NOT ENTER INTO ANY SHORT SALE OF SHARES EXECUTED AT A TIME WHEN THE PURCHASER
HAS NO EQUIVALENT OFFSETTING LONG POSITION IN THE COMMON STOCK. FOR PURPOSES OF
DETERMINING WHETHER THE PURCHASER HAS AN EQUIVALENT OFFSETTING LONG POSITION IN
THE COMMON STOCK, SHARES THAT THE PURCHASER IS ENTITLED TO RECEIVE WITHIN SIXTY
(60) DAYS (WHETHER PURSUANT TO CONTRACT OR UPON CONVERSION OR EXERCISE OF
CONVERTIBLE SECURITIES) WILL BE INCLUDED AS IF HELD LONG BY THE PURCHASER. SUCH
PURCHASER COVENANTS THAT NEITHER IT NOR ANY PERSON ACTING ON ITS BEHALF OR
PURSUANT TO ANY UNDERSTANDING WITH IT WILL ENGAGE IN ANY TRANSACTIONS IN THE
COMPANY'S SECURITIES (INCLUDING, WITHOUT LIMITATION, ANY SHORT SALES INVOLVING
THE COMPANY'S SECURITIES) DURING THE PERIOD FROM THE DATE HEREOF UNTIL THE
EARLIER OF SUCH TIME AS (I) THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE
FIRST PUBLICLY ANNOUNCED AS DESCRIBED IN SECTION 4.7 OR (II) THIS AGREEMENT IS
TERMINATED IN FULL PURSUANT TO SECTION 6.17. NOTWITHSTANDING THE FOREGOING, IN
THE CASE OF A PURCHASER THAT IS A MULTI-MANAGED INVESTMENT VEHICLE WHEREBY
SEPARATE PORTFOLIO MANAGERS MANAGE SEPARATE PORTIONS OF SUCH PURCHASER'S ASSETS
AND THE PORTFOLIO MANAGERS HAVE NO DIRECT KNOWLEDGE OF THE INVESTMENT DECISIONS
MADE BY THE PORTFOLIO MANAGERS MANAGING OTHER PORTIONS OF SUCH PURCHASER'S
ASSETS, THE REPRESENTATION SET FORTH ABOVE SHALL APPLY ONLY WITH RESPECT TO THE
PORTION OF ASSETS MANAGED BY THE PORTFOLIO MANAGER THAT HAVE KNOWLEDGE ABOUT THE
FINANCING TRANSACTION CONTEMPLATED BY THIS AGREEMENT. EACH PURCHASER UNDERSTANDS
AND ACKNOWLEDGES, SEVERALLY AND NOT JOINTLY WITH ANY OTHER PURCHASER, THAT THE
COMMISSION CURRENTLY TAKES THE POSITION THAT COVERING A SHORT POSITION
ESTABLISHED PRIOR TO EFFECTIVENESS OF A RESALE REGISTRATION STATEMENT WITH
SHARES INCLUDED IN SUCH REGISTRATION STATEMENT WOULD BE A VIOLATION OF SECTION 5
OF THE SECURITIES ACT, AS SET FORTH IN ITEM 65, SECTION 5 UNDER SECTION A, OF
THE MANUAL OF PUBLICLY AVAILABLE TELEPHONE INTERPRETATIONS, DATED JULY 1997,
COMPILED BY THE OFFICE OF CHIEF COUNSEL, DIVISION OF CORPORATION FINANCE.
26
ARTICLE V.
CONDITIONS PRECEDENT TO CLOSING
5.1
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASERS TO
PURCHASE SHARES. THE OBLIGATION OF EACH PURCHASER TO ACQUIRE SHARES AT THE
CLOSING IS SUBJECT TO THE FULFILLMENT TO SUCH PURCHASER'S SATISFACTION, ON OR
PRIOR TO THE CLOSING DATE, OF EACH OF THE FOLLOWING CONDITIONS, ANY OF WHICH MAY
BE WAIVED BY SUCH PURCHASER (AS TO ITSELF ONLY):
(A)
REPRESENTATIONS AND