Common use of Additional Covenants of the Shareholder Clause in Contracts

Additional Covenants of the Shareholder. The Shareholder hereby covenants and agrees with Parent and Merger Sub that, until this Agreement terminates: (a) The Shareholder will deliver to Parent at Parent’s request a written representation confirming, as of immediately prior to the Effective Time, the accuracy of the representations and warranties contained in Section 3. (b) As of the date hereof, the Shareholder will execute the Company Affiliate Letter promptly upon request therefor, which letter shall be in the form attached as an exhibit to the Merger Agreement. (c) The Shareholder agrees not to transfer, sell, exchange, pledge, gift or otherwise dispose of or encumber any of the Shares or make any offer or agreement relating thereto, in each case inconsistent with the Shareholder’s obligations hereunder at any time prior to the termination of this Agreement; provided, however, nothing in this Agreement shall be deemed to prohibit or restrict any sale or other disposition of any of the Shares pursuant to the terms of a trading plan adopted pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, as in effect on November 6, 2003. (d) Notwithstanding Section 2(c), Shareholder shall have the right to transfer Shares to any third party who agrees to be bound by this Agreement; provided that in the case of any such transfer, the transferee shall, as a condition to such transfer, execute with Parent and Merger Sub an agreement to be bound by the terms and conditions of this Agreement.