SHARES, OR SUCH INTEREST OR RIGHT THEREIN, SUBJECT TO THE TERMS AND CONDITIONS
OF THIS AGREEMENT. AS USED HEREIN, THE TERM "EXPIRATION
DATE" SHALL MEAN THE EARLIER TO OCCUR OF (X) THE EFFECTIVE TIME, OR
(Y) TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE WITH THE TERMS THEREOF.
1.2.
"NEW SHARES" MEANS:
(A)
ANY SHARES OF CAPITAL STOCK OR VOTING SECURITIES OF THE COMPANY
THAT A STOCKHOLDER PURCHASES OR WITH RESPECT TO WHICH SUCH STOCKHOLDER OTHERWISE
ACQUIRES BENEFICIAL OWNERSHIP (WHETHER THROUGH THE EXERCISE OF ANY OPTIONS,
WARRANTS OR OTHER RIGHTS TO PURCHASE SHARES OF COMMON STOCK OR OTHERWISE) AFTER
THE DATE OF THIS AGREEMENT AND PRIOR TO THE EXPIRATION DATE; AND
(B)
ANY SHARES OF CAPITAL STOCK OR VOTING SECURITIES OF THE COMPANY
THAT A STOCKHOLDER BECOMES THE BENEFICIAL OWNER OF AS A RESULT OF ANY CHANGE IN
COMMON STOCK BY REASON OF A STOCK DIVIDEND, STOCK SPLIT, SPLIT-UP,
RECAPITALIZATION, REORGANIZATION, BUSINESS COMBINATION, CONSOLIDATION, EXCHANGE
OF SHARES, OR ANY SIMILAR TRANSACTION OR OTHER CHANGE IN THE CAPITAL STRUCTURE
OF THE COMPANY AFFECTING THE COMMON STOCK.
2.
AGREEMENT TO VOTE SUBJECT SHARES AND TAKE CERTAIN OTHER ACTION.
2.1.
PRIOR TO THE EXPIRATION DATE, AT EVERY MEETING OF THE STOCKHOLDERS
OF THE COMPANY, HOWEVER CALLED, AT WHICH ANY OF THE FOLLOWING MATTERS IS
CONSIDERED OR VOTED UPON, AND AT EVERY ADJOURNMENT OR POSTPONEMENT THEREOF, EACH
STOCKHOLDER SHALL VOTE OR CAUSE TO BE VOTED ITS SUBJECT SHARES:
(A)
IN FAVOR OF ADOPTION OF THE MERGER AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED THEREBY;
(B)
AGAINST APPROVAL OF ANY PROPOSAL MADE IN OPPOSITION TO OR
COMPETITION WITH CONSUMMATION OF THE MERGER;
(C)
AGAINST ANY ACQUISITION PROPOSAL FROM ANY PARTY OTHER THAN PARENT
OR AN AFFILIATE OF PARENT;
(D)
AGAINST ANY EXTRAORDINARY CORPORATE TRANSACTION (OTHER THAN THE
MERGER), SUCH AS A MERGER, CONSOLIDATION, BUSINESS COMBINATION, TENDER OR
EXCHANGE OFFER, REORGANIZATION, RECAPITALIZATION, SALE OR TRANSFER OF A MATERIAL
AMOUNT OF THE ASSETS OR SECURITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
(OTHER THAN IN CONNECTION WITH THE MERGER);
(E)
AGAINST ANY AMENDMENT OF THE COMPANY'S CERTIFICATE OF
INCORPORATION OR BY-LAWS; AND
(F)
AGAINST ANY DISSOLUTION, LIQUIDATION OR WINDING UP OF THE
COMPANY.
2.2.
PRIOR TO THE EXPIRATION DATE, EACH STOCKHOLDER, AS THE HOLDER OF
THE SUBJECT SHARES SET FORTH OPPOSITE ITS NAME ON EXHIBIT A HERETO, SHALL BE
PRESENT, IN PERSON OR BY PROXY, OR, USING STOCKHOLDER'S BEST EFFORTS AND TO THE
FULL EXTENT LEGALLY PERMITTED, ATTEMPT TO CAUSE THE HOLDER OF RECORD TO BE
PRESENT, IN PERSON OR BY PROXY, AT ALL MEETINGS OF STOCKHOLDERS OF THE COMPANY
AT
2
WHICH THE MATTERS REFERRED TO IN SECTION 2.1 IS TO BE VOTED UPON SO THAT ALL
SUBJECT SHARES ARE COUNTED FOR THE PURPOSES OF DETERMINING THE PRESENCE OF A
QUORUM AT SUCH MEETINGS.
2.3.
BETWEEN THE DATE OF THIS AGREEMENT AND THE EXPIRATION DATE, EACH
STOCKHOLDER AGREES NOT TO, AND WILL NOT PERMIT ANY ENTITY UNDER SUCH
STOCKHOLDER'S CONTROL TO, (A) SOLICIT PROXIES OR BECOME A "PARTICIPANT" IN A
"SOLICITATION" (AS SUCH TERMS ARE DEFINED