AS
THE CASE MAY BE, MAY EXERCISE AN OPTION IN WHOLE, BUT NOT IN PART.
(B)
IN THE EVENT THAT PURCHASER OR MERGER SUB DESIRES TO EXERCISE AN OPTION,
PURCHASER OR MERGER SUB SHALL SEND A WRITTEN NOTICE IN ACCORDANCE WITH
SECTION 13(A) HEREOF TO THE RELEVANT SHAREHOLDER PRIOR TO THE TERMINATION OF
THIS AGREEMENT SPECIFYING THE PLACE AND THE DATE FOR THE CLOSING OF SUCH
PURCHASE, WHICH DATE MAY BE THE DATE OF SUCH NOTICE AND SHALL BE NOT MORE THAN
THREE BUSINESS DAYS AFTER THE DATE OF SUCH NOTICE AND SHALL BE PRIOR TO THE
TERMINATION OF THIS AGREEMENT; PROVIDED THAT IN THE EVENT THAT PRIOR
NOTIFICATION TO, OR APPROVAL OF, ANY GOVERNMENTAL AUTHORITY IS REQUIRED IN
CONNECTION WITH THE EXERCISE OF AN OPTION OR THERE SHALL BE IN EFFECT ANY
PRELIMINARY OR FINAL INJUNCTION OR OTHER ORDER ISSUED BY ANY GOVERNMENTAL
AUTHORITY PROHIBITING THE EXERCISE OF AN OPTION, THE PERIOD OF TIME DURING WHICH
THE DATE OF THE CLOSING MAY BE FIXED SHALL BE EXTENDED UNTIL THE FIFTH BUSINESS
DAY FOLLOWING THE LAST DATE ON WHICH ALL REQUIRED APPROVALS SHALL HAVE BEEN
OBTAINED, ALL REQUIRED WAITING PERIODS SHALL HAVE EXPIRED OR BEEN TERMINATED AND
ANY SUCH PROHIBITION SHALL HAVE BEEN VACATED, TERMINATED OR WAIVED.
(C)
AT THE CLOSING OF ANY PURCHASE OF A SHAREHOLDER'S SHARES PURSUANT TO
EXERCISE OF AN OPTION, SIMULTANEOUSLY WITH THE PAYMENT BY PURCHASER OR MERGER
SUB OF THE PURCHASE PRICE FOR SUCH SHAREHOLDER'S SHARES, SUCH SHAREHOLDER SHALL
DELIVER, OR CAUSE TO BE DELIVERED, TO PURCHASER
5
OR MERGER SUB CERTIFICATES REPRESENTING SUCH SHARES DULY ENDORSED TO PURCHASER
OR MERGER SUB OR ACCOMPANIED BY STOCK POWERS DULY EXECUTED BY THE SHAREHOLDER IN
BLANK, TOGETHER WITH ANY NECESSARY STOCK TRANSFER STAMPS PROPERLY AFFIXED, FREE
AND CLEAR OF ALL LIENS.
(D)
NOTWITHSTANDING THE FOREGOING, AT NO TIME AND IN NO EVENT SHALL THE SHARES
OF THE COMPANY'S CAPITAL STOCK SUBJECT TO THIS SECTION 5 EXCEED THE MAXIMUM
RESTRICTED AMOUNT.
IN THE EVENT THAT THE TOTAL NUMBER OF SHARES EXCEEDS THE
MAXIMUM RESTRICTED AMOUNT, THEN MERGER SUB, IN ITS SOLE AND ABSOLUTE DISCRETION,
SHALL DETERMINE WHICH SHARES SHALL BE SUBJECT TO THIS SECTION 5.
MERGER SUB, IN
ITS SOLE AND ABSOLUTE DISCRETION, SHALL MAKE THE DETERMINATION OF WHETHER SHARES
SUBJECT TO RESTRICTION PURSUANT TO THIS SECTION 5 HAVE EQUALED OR EXCEEDED THE
MAXIMUM RESTRICTED AMOUNT.
SECTION 6.
VOTING ARRANGEMENTS; IRREVOCABLE PROXY.
(A)
EACH SHAREHOLDER HEREBY AGREES THAT, DURING THE TIME THIS AGREEMENT IS IN
EFFECT, AT ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY (A "COMPANY
SHAREHOLDERS MEETING"), HOWEVER CALLED, AND AT EVERY ADJOURNMENT OR POSTPONEMENT
THEREOF, IF AND TO THE EXTENT THAT HIS OR HER SHARES ARE NOT VALIDLY TENDERED
PURSUANT TO THE TERMS OF SECTION 3 HEREOF, HE OR SHE SHALL: (I) APPEAR AT THE
MEETING OR OTHERWISE CAUSE HIS OR HER SHARES TO BE COUNTED AS PRESENT THEREAT
FOR PURPOSES OF ESTABLISHING A QUORUM; (II) VOTE, OR EXECUTE PROXIES IN RESPECT
OF, HIS OR HER SHARES, OR CAUSE HIS OR HER SHARES TO