CASH OR OTHERWISE; PROVIDED THAT NOTHING IN THE FOREGOING SHALL PROHIBIT THE
INVESTOR FROM TRANSFERRING THE SHARES TO ANY AFFILIATE WHERE THE INVESTOR AND
SUCH AFFILIATE EACH AGREE TO BE BOUND BY THE COVENANTS APPLICABLE TO THE
INVESTOR IN THIS AGREEMENT AND PROVIDED FURTHER, THAT ANY SUCH AFFILIATE SHALL
MAKE FOR THE BENEFIT OF THE COMPANY THE REPRESENTATION AND WARRANTY SET FORTH IN
SECTION 4.04.
IN FURTHERANCE OF THE FOREGOING, THE COMPANY AND ANY DULY
APPOINTED TRANSFER AGENT FOR THE REGISTRATION OF TRANSFER OF THE SECURITIES
DESCRIBED HEREIN ARE HEREBY AUTHORIZED TO DECLINE TO REGISTER ANY TRANSFER OF
SECURITIES IF SUCH TRANSFER WOULD CONSTITUTE A VIOLATION OR BREACH OF THIS
AGREEMENT.
SECTION 5.14.
STANDSTILL.
UNTIL THE EARLIER OF (I) 18 MONTHS FROM
THE CLOSING DATE OR (II) THE DATE THE INVESTOR CEASES TO OWN AT LEAST 5% OF THE
OUTSTANDING SHARES OF THE COMMON STOCK OF THE COMPANY, THE INVESTOR SHALL NOT,
AND SHALL BE RESPONSIBLE FOR ENSURING THAT EACH MEMBER OF THE SELLER GROUP (AS
DEFINED IN THE
24
TRANSACTION AGREEMENT) SHALL NOT, DIRECTLY OR INDIRECTLY, WITHOUT THE COMPANY'S
CONSENT, (I) ACQUIRE (OTHER THAN PURSUANT TO SECTION 5.12 ABOVE OR PURSUANT TO
ANY STOCK DIVIDEND, STOCK SPLIT, RECLASSIFICATION OR SIMILAR TRANSACTION
INITIATED BY THE COMPANY) ANY ADDITIONAL VOTING SECURITIES OF THE COMPANY
(INCLUDING ANY DERIVATIVE SECURITY THEREOF); (II) FORM OR PARTICIPATE IN ANY
"GROUP" WITH RESPECT TO ANY VOTING SECURITIES OF THE COMPANY; (III) ENGAGE OR
OTHERWISE PARTICIPATE IN ANY PROXY SOLICITATION WITH RESPECT TO THE COMPANY OR
PROPOSE A NOMINEE FOR DIRECTOR OF THE COMPANY PURSUANT TO SEC RULE 14A-11 BEFORE
JANUARY 1, 2011; (IV) SEEK TO INFLUENCE OR CONTROL IN ANY MANNER WHATSOEVER
(OTHER THAN BY VOTING OF THE SHARES OWNED BY THE INVESTOR OR WITHHOLDING OF SUCH
VOTES), ALONE OR IN CONCERT WITH OTHERS, THE MANAGEMENT, BOARD OR POLICIES OF
THE COMPANY; (V) INITIATE ANY MERGER, TENDER OR EXCHANGE OFFER, BUSINESS
COMBINATION, RECAPITALIZATION, REORGANIZATION, ASSET PURCHASE OR OTHER SIMILAR
EXTRAORDINARY TRANSACTION INVOLVING THE COMPANY OR ANY MATERIAL PART OF ITS
SECURITIES, ASSETS OR PROPERTIES; (VI) SEEK TO CALL A SPECIAL MEETING OF THE
COMPANY'S SHAREHOLDERS; OR (VII) PUBLICLY DISCLOSE ANY PROPOSAL, OFFER,
INTENTION, PLAN OR ARRANGEMENT INCONSISTENT WITH THE FOREGOING; PROVIDED THAT
NOTHING IN THE FOREGOING SHALL PROHIBIT THE INVESTOR FROM PARTICIPATING (BY
SELLING ITS SHARES OR VOTING IN FAVOR OF SUCH TRANSACTION) IN A MERGER, BUSINESS
COMBINATION, TENDER OR EXCHANGE OFFER, RECAPITALIZATION, REORGANIZATION, ASSET
PURCHASE OR OTHER EXTRAORDINARY TRANSACTION THAT IT HAS NOT INITIATED OR
PROPOSED, OTHER THAN ANY PROPOSAL MADE PRIVATELY TO THE COMPANY PROVIDED SUCH
TRANSACTION IS ENDORSED BY THE COMPANY.
SECTION 5.15.
TRANSFER RESTRICTIONS.
UNLESS THE EXPRESS TERMS OF
THIS AGREEMENT PROVIDE OTHERWISE, THE SHARES OF COMMON STOCK WILL BE SUBJECT TO
TRANSFER RESTRICTIONS ONLY AS REQUIRED FOR COMPLIANCE WITH APPLICABLE SECURITIES
LAWS.
SECTION 5.16.
TERMINATION OF RIGHTS AGREEMENT.
THE COMPANY SHALL
CAUSE THE TERMINATION OF THE RIGHTS AGREEMENT ON OR BEFORE THE DATE THAT IS FIVE
BUSINESS DAYS AFTER THE DATE HEREOF AND SHALL NOT REPLACE THE RIGHTS AGREEMENT
WITH