RESPECT TO SHARES OF THE COMMON STOCK
AND TO COOPERATE WITH ANY HOLDER OF COMMON STOCK WHO DESIRES TO MAKE A SALE
UNDER RULE 144.
(G)
TERMINATION.
THE REGISTRATION RIGHTS OF SELLER UNDER
SECTION 5.5(A) SHALL TERMINATE ON SUCH DATE AS THE REGISTRABLE SHARES ARE
OTHERWISE SALEABLE UNDER RULE 144 WITHOUT LIMITATIONS ON VOLUME DURING ANY
NINETY (90) DAY PERIOD.
5.6
MARKET STAND OFF AGREEMENT.
THE SELLER AND THE PRINCIPAL OWNERS
AGREE THAT, IF REQUESTED BY THE MANAGING UNDERWRITER OF A REGISTRATION OF THE
REGISTRABLE SHARES IN ACCORDANCE WITH SECTION 5.5 ABOVE, THEY WILL NOT, WITHOUT
PRIOR WRITTEN CONSENT OF SUCH UNDERWRITER, SELL OR OTHERWISE TRANSFER OR DISPOSE
OF ANY OF THEIR RESPECTIVE REGISTRABLE SHARES (OTHER THAN TO DONEES WHO AGREE TO
BE SIMILARLY BOUND), AND, IN THE CASE OF SELLER, WILL USE COMMERCIALLY
REASONABLE BEST EFFORTS TO PREVENT ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES,
CONSULTANTS, OR AFFILIATES WHO HOLD REGISTRABLE SHARES FROM SELLING OR OTHERWISE
TRANSFERRING OR DISPOSING OF ANY OF THEIR RESPECTIVE REGISTRABLE SHARES, DURING
SUCH PERIOD OF TIME, NOT TO EXCEED NINETY (90) DAYS FOLLOWING THE EFFECTIVE DATE
OF THE REGISTRATION STATEMENT FILED BY BUYER WITH RESPECT TO SUCH REGISTRATION
OF REGISTRABLE SHARES.
5.7
EMPLOYMENT OF SELLER'S EMPLOYEES.
BUYER COVENANTS THAT IT SHALL,
CONDITIONAL ON CLOSING, AND PRIOR TO THE CLOSING DATE, EXTEND OFFERS OF
EMPLOYMENT SUBSTANTIALLY IN THE FORM OF THE OFFER ATTACHED HERETO AS
SCHEDULE 5.7 "A" TO ALL OF THE CURRENT EMPLOYEES OF THE BUSINESS LISTED ON
SCHEDULE 3.19 ON TERMS AND CONDITIONS IN THE AGGREGATE NO LESS FAVOURABLE THAN
THOSE ON WHICH THEY WERE EMPLOYED BY SELLER AND HONOUR THEIR YEARS OF SERVICE
AND SENIORITY FOR ALL PURPOSES TO THE EXTENT PERMITTED UNDER APPLICABLE EMPLOYEE
BENEFIT PLANS.
SCHEDULE 5.7 "B" SETS OUT THE BASE SALARY THAT WILL BE PAYABLE
BY BUYER TO THOSE EMPLOYEES THAT ACCEPT THE BUYER'S OFFER OF EMPLOYMENT.
THE
SELLER SHALL CO-OPERATE WITH THE BUYER IN ITS EFFORTS TO ENSURE THAT EACH
EMPLOYEE ACCEPT OFFERS OF EMPLOYMENT; PROVIDED THAT IN PROVIDING SUCH
COOPERATION, SELLER SHALL NOT BE REQUIRED TO EXPEND FUNDS OR INCUR ANY
OBLIGATIONS OR LIABILITIES IN CONNECTION THEREWITH.
IN RESPECT OF THE PERIOD
DURING WHICH THE EMPLOYEES ARE CONSIDERING BUYER'S OFFER OF EMPLOYMENT
HEREUNDER, AS BETWEEN BUYER AND SELLER, BUYER SHALL BE RESPONSIBLE FOR (I) THE
REMUNERATION PAYABLE TO EACH EMPLOYEE IN RESPECT OF THE PERIOD COMMENCING AT THE
EFFECTIVE TIME AND ENDING AT THE TIME SUCH EMPLOYEE ACCEPTS OR REJECTS, AS THE
CASE MAY BE, BUYER'S OFFER OF EMPLOYMENT, AND (II) THE OBLIGATIONS AND
LIABILITIES OF AN EMPLOYER OF SUCH EMPLOYEES; PROVIDED THAT FOR GREATER
CERTAINTY, THE BUYER SHALL NOT BE RESPONSIBLE FOR AND IS NOT ASSUMING HEREUNDER
ANY OBLIGATION OR LIABILITY OWED TO ANY EMPLOYEE THAT REJECTS BUYER'S OFFER OF
EMPLOYMENT HEREUNDER FOR TERMINATION PAY, SEVERANCE PAY OR DAMAGES IN LIEU OF
NOTICE OF TERMINATION, WHICH SHALL BE CONSIDERED A RETAINED LIABILITY HEREUNDER.
ARTICLE VI
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
All of the respective representations and warranties of Seller and Buyer set
forth in this