Common use of Agreement to Vote, Restrictions on Dispositions, Etc Clause in Contracts

Agreement to Vote, Restrictions on Dispositions, Etc. a. Partner hereby agrees to attend any partners meeting of the Seller Partnership, in person or by proxy, and to vote (or cause to be voted) all Units, and any other voting securities of the Seller Partnership, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement and the Partnership Merger, and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption of the amendments to the Second Amended and Restated Agreement of Limited Partnership of Seller Partnership attached as Exhibit A to the Consents (as defined below) (the "Amendments"), such agreements to vote to apply also to any adjournment of such partner meeting of the Seller Partnership. Partner agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents of even date herewith executed by Partner (the "Consents"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents. b. Partner hereby agrees that, without the prior written consent of the Seller Partnership, except as provided in the Contribution Agreement, Partner shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner agrees that the Seller Partnership may enter stop transfer orders with the transfer agent(s) and the registrar(s) of the Units against the transfer of Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner agrees to vote (or cause to be voted) all Units, and any other voting securities of the Seller Partnership, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Seller Partnership or any of its Subsidiaries, securities or assets other than the Partnership Merger or other transaction with SHP and (ii) any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Seller Partnership under the Partnership Merger Agreement or which could result in any of the conditions to the Seller Partnership's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner agrees not, directly or indirectly, to solicit or authorize any person to solicit, any inquiries or proposals from any person other than SHP relating to the merger or consolidation of the Seller Partnership with any person other than SHP or its Affiliates, or the acquisition of the Seller Partnership's or any of its significant subsidiaries' voting securities by, or the direct or indirect acquisition or disposition of a significant amount of assets of the Seller Partnership or any of its significant subsidiaries otherwise than in the ordinary course of business of the Seller Partnership or such significant subsidiary, from or to any person other than SHP or its Affiliates or directly or indirectly enter into or continue any discussions, negotiations or agreements relating to, or vote (or cause to be voted) in favor of, any such transaction. d. Partner agrees to promptly notify the Seller Partnership and SHP in writing of the nature and amount of any acquisition by Partner after the date hereof of any voting securities of the Seller Partnership.

Agreement to Vote, Restrictions on Dispositions, Etc. a. Partner hereby agrees to attend any partners meeting of the Seller Partnership, in person or by proxy, and to vote (or cause to be voted) all Units, and any other voting securities of the Seller Partnership, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement and the Partnership Merger, and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption of the amendments to the Second Amended and Restated Agreement of Limited Partnership of Seller Partnership attached as Exhibit A to the Consents (as defined below) (the "Amendments"), such agreements to vote to apply also to any adjournment of such partner meeting of the Seller Partnership. 144 Partner agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents of even date herewith executed by Partner (the "Consents"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents. b. Partner hereby agrees that, without the prior written consent of the Seller Partnership, except as provided in the Contribution Agreement, Partner shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner agrees that the Seller Partnership may enter stop transfer orders with the transfer agent(s) and the registrar(s) of the Units against the transfer of Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner agrees to vote (or cause to be voted) all Units, and any other voting securities of the Seller Partnership, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Seller Partnership or any of its Subsidiaries, securities or assets other than the Partnership Merger or other transaction with SHP and (ii) any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Seller Partnership under the Partnership Merger Agreement or which could result in any of the conditions to the Seller Partnership's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner agrees not, directly or indirectly, to solicit or authorize any person to solicit, any inquiries or proposals from any person other than SHP relating to the merger or consolidation of the Seller Partnership with any person other than SHP or its Affiliates, or the acquisition of the Seller Partnership's or any of its significant subsidiaries' voting securities by, or the direct or indirect acquisition or disposition of a significant amount of assets of the Seller Partnership or any of its significant subsidiaries otherwise than in the ordinary course of business of the Seller Partnership or such significant subsidiary, from or to any person other than SHP or its Affiliates or directly or indirectly enter into or continue any discussions, negotiations or agreements relating to, or vote (or cause to be voted) in favor of, any such transaction. d. Partner agrees to promptly notify the Seller Partnership and SHP in writing of the nature and amount of any acquisition by Partner after the date hereof of any voting securities of the Seller Partnership.

Agreement to Vote, Restrictions on Dispositions, Etc. a. Partner hereby agrees to attend any partners meeting of the Seller Partnership, in person or by proxy, and to vote (or cause to be voted) all Units, and any other voting securities of the Seller Partnership, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement and the Partnership Merger, and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption of the amendments to the Second Amended and Restated Agreement of Limited Partnership of Seller Partnership attached as Exhibit A to the Consents (as defined below) (the "Amendments"), such agreements to vote to apply also to any adjournment of such partner meeting of the Seller Partnership. 176 Partner agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents of even date herewith executed by Partner (the "Consents"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents. b. Partner hereby agrees that, without the prior written consent of the Seller Partnership, except as provided in the Contribution Agreement, Partner shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner agrees that the Seller Partnership may enter stop transfer orders with the transfer agent(s) and the registrar(s) of the Units against the transfer of Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner agrees to vote (or cause to be voted) all Units, and any other voting securities of the Seller Partnership, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Seller Partnership or any of its Subsidiaries, securities or assets other than the Partnership Merger or other transaction with SHP and (ii) any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Seller Partnership under the Partnership Merger Agreement or which could result in any of the conditions to the Seller Partnership's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner agrees not, directly or indirectly, to solicit or authorize any person to solicit, any inquiries or proposals from any person other than SHP relating to the merger or consolidation of the Seller Partnership with any person other than SHP or its Affiliates, or the acquisition of the Seller Partnership's or any of its significant subsidiaries' voting securities by, or the direct or indirect acquisition or disposition of a significant amount of assets of the Seller Partnership or any of its significant subsidiaries otherwise than in the ordinary course of business of the Seller Partnership or such significant subsidiary, from or to any person other than SHP or its Affiliates or directly or indirectly enter into or continue any discussions, negotiations or agreements relating to, or vote (or cause to be voted) in favor of, any such transaction. d. Partner agrees to promptly notify the Seller Partnership and SHP in writing of the nature and amount of any acquisition by Partner after the date hereof of any voting securities of the Seller Partnership.

Agreement to Vote, Restrictions on Dispositions, Etc. a. Partner Each Stockholder hereby agrees to attend any partners stockholders meeting of the Seller PartnershipCompany, in person or by proxy, and to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller PartnershipCompany, owned by Partner such Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement and the Partnership Merger, and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption of the amendments to the Second Amended and Restated Agreement of Limited Partnership of Seller Partnership attached as Exhibit A to the Consents (as defined below) (the "Amendments")Agreement, such agreements agreement to vote to apply also to any adjournment of such partner stockholder meeting of the Seller PartnershipCompany. Partner Each Stockholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents Limited Irrevocable Proxy of even date herewith executed by Partner Stockholders in favor of the Company (the "ConsentsIrrevocable Proxy"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents. b. Partner Each Stockholder hereby agrees that, without the prior written consent of the Seller Partnership124 Company, except as provided in the Contribution Agreement, Partner such Stockholder shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units Shares and any other voting securities of the Seller Partnership Company that Partner such Stockholder owns beneficially or otherwise. Partner Each Stockholder agrees that the Seller Partnership Company may enter stop transfer orders with the transfer agent(s) and the registrar(s) of the Units Shares against the transfer of Units Shares and any other voting securities of the Seller Partnership Company that Partner Stockholder owns beneficially or otherwise. Partner . c. Each Stockholder agrees to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller PartnershipCompany, owned by Partner such Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Seller Partnership Company or any of its Subsidiaries, securities or assets other than the Partnership Merger or other transaction with SHP and (ii) any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Seller Partnership Company under the Partnership Merger Agreement or which could result in any of the conditions to the Seller PartnershipCompany's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner d. Each Stockholder agrees not, directly or indirectly, to solicit or authorize any person to solicit, any inquiries or proposals from any person other than SHP relating to the merger or consolidation of the Seller Partnership Company with any person other than SHP or its Affiliates, or the acquisition of the Seller PartnershipCompany's or any of its significant subsidiaries' voting securities by, or the direct or indirect acquisition or disposition of a significant amount of assets of the Seller Partnership Company or any of its significant subsidiaries otherwise than in the ordinary course of business of the Seller Partnership Company or such significant subsidiary, from or to any person other than SHP or its Affiliates or directly or indirectly enter into or continue any discussions, negotiations or agreements relating to, or vote (or cause to be voted) in favor of, any such transaction. Nothing contained herein shall be construed to limit or otherwise affect each Stockholder, any Affiliate or representative of Stockholder who shall serve as a director of the Company from taking any action permitted by Section 4.1 of the Merger Agreement in his or her capacity as such director. d. Partner e. Each Stockholder agrees to promptly notify the Seller Partnership Company and SHP in writing of the nature and amount of any acquisition by Partner Stockholder after the date hereof of any voting securities of the Seller PartnershipCompany.

Agreement to Vote, Restrictions on Dispositions, Etc. a. Partner hereby agrees to attend any partners meeting of the Seller Partnership, in person or by proxy, and to vote (or cause to be voted) all Units, and any other voting securities of the Seller Partnership, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement and the Partnership Merger, and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption of the amendments to the Second Amended and Restated Agreement of Limited Partnership of Seller Partnership attached as Exhibit A to the Consents (as defined below) (the "Amendments"), such agreements to vote to apply also to any adjournment of such partner meeting of the Seller Partnership. 152 Partner agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents of even date herewith executed by Partner (the "Consents"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents. b. Partner hereby agrees that, without the prior written consent of the Seller Partnership, except as provided in the Contribution Agreement, Partner shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner agrees that the Seller Partnership may enter stop transfer orders with the transfer agent(s) and the registrar(s) of the Units against the transfer of Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner agrees to vote (or cause to be voted) all Units, and any other voting securities of the Seller Partnership, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Seller Partnership or any of its Subsidiaries, securities or assets other than the Partnership Merger or other transaction with SHP and (ii) any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Seller Partnership under the Partnership Merger Agreement or which could result in any of the conditions to the Seller Partnership's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner agrees not, directly or indirectly, to solicit or authorize any person to solicit, any inquiries or proposals from any person other than SHP relating to the merger or consolidation of the Seller Partnership with any person other than SHP or its Affiliates, or the acquisition of the Seller Partnership's or any of its significant subsidiaries' voting securities by, or the direct or indirect acquisition or disposition of a significant amount of assets of the Seller Partnership or any of its significant subsidiaries otherwise than in the ordinary course of business of the Seller Partnership or such significant subsidiary, from or to any person other than SHP or its Affiliates or directly or indirectly enter into or continue any discussions, negotiations or agreements relating to, or vote (or cause to be voted) in favor of, any such transaction. d. Partner agrees to promptly notify the Seller Partnership and SHP in writing of the nature and amount of any acquisition by Partner after the date hereof of any voting securities of the Seller Partnership.

Agreement to Vote, Restrictions on Dispositions, Etc. a. Partner Shareholder hereby agrees to attend any partners meeting of the Seller PartnershipCompany Shareholder Meeting, in person or by proxy, and to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller Partnership, Company owned by Partner Shareholder, whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement and the Partnership Merger(as amended from time to time), and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption including, without limitation, any payments or benefits to Company employees that would, in the absence of shareholder approval, constitute "excess parachute payments," as such term is defined in Section 280G of the amendments to the Second Amended and Restated Agreement Internal Revenue Code of Limited Partnership of Seller Partnership attached 1986, as Exhibit A to the Consents (as defined below) (the "Amendments"amended), such agreements agreement to vote to apply also to any shareholder meeting following the adjournment of such partner meeting the Company Shareholder Meeting at which the shareholders of the Seller PartnershipCompany are voting to approve the Merger Agreement or the transactions contemplated thereby. Partner Shareholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents Limited Irrevocable Proxy of even date herewith executed by Partner Shareholder in favor of Parent (the "ConsentsIrrevocable Proxy"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents. b. Partner Shareholder hereby agrees that, without the prior written consent of the Seller PartnershipParent, except as provided in the Contribution Agreement, Partner Shareholder shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units Shares, any warrants to purchase shares of Common Stock and any other voting securities of the Seller Partnership Company that Partner Shareholder owns beneficially or otherwise. Partner Shareholder agrees that Parent may instruct the Seller Partnership may Company to enter stop transfer orders with the transfer agent(s) agent and the registrar(s) registrar of the Units Company Common Stock against the transfer of Units Shares and any other voting securities of the Seller Partnership Company that Partner Shareholder owns beneficially or otherwise. Partner If requested by Parent, Shareholder agrees to surrender the certificate or certificates representing the Shares to the transfer agent and registrar of the Company Common Stock in exchange for certificates representing Company Common Stock containing a legend to the effect of the following: The shares represented by this certificate are subject to restrictions on transfer and disposition as set forth in the Voting Agreement dated as of May 17, 1997 among Metromail Corporation, a Delaware corporation, and CVM Equity Fund IV, Ltd. A copy of such agreement may be obtained from the Secretary of the Company. Upon the termination of this Agreement pursuant to Section 6, Shareholder shall have the right to unilaterally instruct the transfer agent and registrar of the Company Common Stock to deliver to the Shareholder certificates representing Company Common Stock registered in the name of the Shareholder and not bearing the foregoing legend in exchange for certificates representing Company Common Stock registered in the name of the Shareholder and bearing such legend. c. Shareholder agrees to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller Partnership, Company owned by Partner Shareholder, whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Seller Partnership or any of its SubsidiariesCompany, securities or assets other than the Partnership Merger or other transaction with SHP which is not endorsed in writing by Parent and (ii) any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Seller Partnership Company or Parent under the Partnership Merger Agreement or which could result in any of the conditions to the Seller PartnershipCompany's or the Parent's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner d. Shareholder agrees not, not to directly or indirectlyindirectly solicit, to solicit or authorize any person to solicit, any inquiries or proposals from any person other than SHP Parent relating to the merger or consolidation of the Seller Partnership Company with any person other than SHP Parent or its AffiliatesSubsidiaries, or the acquisition of the Seller PartnershipCompany's or any of its significant subsidiaries' voting securities by, or the direct or indirect acquisition or disposition of a significant amount of assets of the Seller Partnership or any of its significant subsidiaries Company otherwise than in the ordinary course of business of the Seller Partnership or such significant subsidiary, Company from or to any person other than SHP Parent or its Affiliates Subsidiaries, or directly or indirectly enter into or continue any discussions, negotiations or agreements relating to, or vote (or cause to be voted) in favor of, any such transaction. d. Partner e. Shareholder agrees to promptly notify the Seller Partnership and SHP Parent in writing of the nature and amount of any acquisition by Partner Shareholder after the date hereof of any voting securities of the Seller PartnershipCompany.

Agreement to Vote, Restrictions on Dispositions, Etc. a. Partner Stockholder hereby agrees to attend any partners meeting of the Seller PartnershipCompany Stockholder Meeting, in person or by proxy, and to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller PartnershipCompany, owned by Partner Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement (as amended from time to time) and the Partnership Merger, and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption of the amendments to the Second Amended and Restated Agreement of Limited Partnership of Seller Partnership attached as Exhibit A to the Consents (as defined below) (the "Amendments")Agreement, such agreements agreement to vote to apply also to any adjournment of such partner meeting of the Seller PartnershipCompany Stockholder Meeting. Partner Stockholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents Limited Irrevocable Proxy of even date herewith executed by Partner Stockholder in favor of Parent (the "ConsentsIrrevocable Proxy"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents. b. Partner Stockholder hereby agrees that, without the prior written consent of the Seller PartnershipParent, except as provided in the Contribution Agreement, Partner Stockholder shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units Shares and any other voting securities of the Seller Partnership Company that Partner Stockholder owns beneficially or otherwise. Partner Stockholder agrees that Parent may instruct the Seller Partnership may Company to enter stop transfer orders with the transfer agent(s) and the registrar(s) of the Units Company Common Shares against the transfer of Units Shares and any other voting securities of the Seller Partnership Company that Partner Stockholder owns beneficially or otherwise. Partner If requested by Parent, Stockholder agrees to surrender to the transfer agent(s) and registrar(s) of the Company Common Shares certificates representing Company Common Shares registered in the name of Stockholder, in exchange for certificates representing Company Common Shares containing a legend to the effect of the following: The shares represented by this certificate are subject to restrictions on transfer and disposition as set forth in the Voting Agreement dated as of November 13, 1995 among IMC Global Inc., a Delaware corporation, and Great American Management and Investment, Inc. A copy of such agreement may be obtained from the Secretary of the Company. Upon the termination of this Agreement pursuant to Section 6, Stockholder shall have the right to unilaterally instruct the transfer agent(s) and registrar(s) of the Company Common Shares to deliver to the Stockholder certificates representing Company Common Shares registered in the name of the Stockholder and not bearing the foregoing legend in exchange for certificates representing Company Common Shares registered in the name of the Stockholder and bearing such legend. c. Stockholder agrees to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller PartnershipCompany, owned by Partner Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) against any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Seller Partnership Company or any of its Subsidiaries, securities or assets other than the Partnership Merger or other transaction with SHP which is not endorsed in writing by Parent and (ii) any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Seller Partnership Company under the Partnership Merger Agreement or which could result in any of the conditions to the Seller PartnershipCompany's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner d. Stockholder agrees not, not to directly or indirectlyindirectly solicit, to solicit or authorize any person to solicit, any inquiries or proposals from any person other than SHP Parent relating to the merger or consolidation of the Seller Partnership Company with any person other than SHP Parent or its AffiliatesSubsidiaries, or the acquisition of the Seller PartnershipCompany's or any of its significant subsidiariesSubsidiaries' voting securities by, or the direct or indirect acquisition or disposition of a significant amount of assets of the Seller Partnership Company or any of its significant subsidiaries Subsidiaries otherwise than in the ordinary course of business of the Seller Partnership Company or such significant subsidiarySubsidiary, from or to any person other than SHP Parent or its Affiliates Subsidiaries or directly or indirectly enter into or continue any discussions, negotiations or agreements relating to, or vote (or cause to be voted) in favor of, any such transaction. Nothing contained herein shall be construed to limit or otherwise affect any Affiliate or representative of Stockholder who shall serve as a director of the Company from taking any action permitted by Section 4.2 of the Merger Agreement in his or her capacity as such director. d. Partner e. Stockholder agrees to promptly notify the Seller Partnership and SHP Parent in writing of the nature and amount of any acquisition by Partner Stockholder after the date hereof of any voting securities of the Seller PartnershipCompany.

Agreement to Vote, Restrictions on Dispositions, Etc. a. Partner (a) Each Shareholder hereby agrees to attend any partners meeting of the Seller PartnershipTP Special Meeting, in person or by proxy, and to vote (or cause to be voted) all UnitsShares, and any other voting securities of TP owned by such Shareholder whether issued heretofore or hereafter (including any shares of TP common stock issued in connection with the Seller Partnershipexercise or conversion of a Convertible Security), that such person owns or has the right to vote, for approval and adoption of the Merger Agreement (as amended from time to time) and the Plan of Merger, and the transactions contemplated by the Merger Agreement, such agreement to vote to apply also to any adjournment of the TP Special Meeting. Each Shareholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement. (b) Each Shareholder hereby agrees that, except in accordance with the terms of the Merger Agreement, such Shareholder shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise transfer or dispose of, or enter into any agreement to sell, the Shares, the Convertible Securities or any other voting securities of TP that such Shareholder Beneficially Owns or otherwise owns; except that (i) Saunxxxx xxxll be permitted to sell shares of TP common stock to TA pursuant to the Share Exchange Agreement and (ii) each Shareholder may, transfer up to 250,000 Shares to any transferee that agrees in writing in a form reasonably acceptable to TA, to be bound by the provisions of this Agreement applicable to such Shareholder and no such transferee shall be permitted to make any transfer or assignment other than in accordance with the terms of this Agreement. (c) To the extent TP solicits a vote of shareholders or the same is required under New York law, each Shareholder agrees to vote (or cause to be voted) the Shares, all TP shares issued in connection with the exercise or conversion of the Convertible Securities and any other voting securities of TP, owned by Partner such Shareholder whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement and the Partnership Merger, and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption of the amendments to the Second Amended and Restated Agreement of Limited Partnership of Seller Partnership attached as Exhibit A to the Consents (as defined below) (the "Amendments"), such agreements to vote to apply also to any adjournment of such partner meeting of the Seller Partnership. Partner agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents of even date herewith executed by Partner (the "Consents"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents. b. Partner hereby agrees that, without the prior written consent of the Seller Partnership, except as provided in the Contribution Agreement, Partner shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner agrees that the Seller Partnership may enter stop transfer orders with the transfer agent(s) and the registrar(s) of the Units against the transfer of Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner agrees to vote (or cause to be voted) all Units, and any other voting securities of the Seller Partnership, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Seller Partnership TP or any of its Subsidiaries, securities or assets other than the Partnership Merger or other transaction with SHP which is not endorsed in writing by TA and (ii) against any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Seller Partnership TP under the Partnership Merger Agreement or which could result in any of the conditions to the Seller PartnershipTP's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner (d) Each Shareholder agrees not, directly or indirectly, not to solicit or authorize any person to solicit, any inquiries or proposals from any person other than SHP relating to the merger or consolidation of the Seller Partnership with any person other than SHP or its Affiliates, or the acquisition of the Seller Partnership's or any of its significant subsidiaries' voting securities by, or the direct or indirect acquisition or disposition of a significant amount of assets of the Seller Partnership or any of its significant subsidiaries otherwise than in the ordinary course of business of the Seller Partnership or such significant subsidiary, from or to any person other than SHP or its Affiliates or directly or indirectly (i) solicit, initiate, encourage, facilitate or cooperate with (including through the furnishing of any information) any inquiry or the making of any proposal which constitutes, or may be reasonably expected to result in, any Transaction Proposal (as defined in the Merger Agreement); (ii) propose, enter into or continue participate in any discussionsdiscussions or negotiations with any Person regarding a Transaction Proposal; or (iii) agree to or endorse any Transaction Proposal; PROVIDED, HOWEVER, that the foregoing shall not prohibit the Shareholders from (A) furnishing information to a third party who has made a Superior Transaction Proposal (as defined in the Merger Agreement), subject to the prior receipt of a binding confidentiality agreement containing terms and conditions no less restrictive than those set forth in the Confidentiality Agreement dated October 19, 0000 xxxxxxx XX xxx XX, (X) xxxreafter engaging in discussions or negotiations or agreements relating towith a third party who has made a Superior Transaction Proposal, or vote (C) following TP's receipt of a Superior Transaction Proposal and subject to Section 6.5(c) of the Merger Agreement, taking and disclosing to other shareholders of TP a position with respect thereto, or cause taking any other legally required action with respect thereto (including without limitation the filing of any documents with the SEC), but in each case referred to in the foregoing clauses (A) through (C), only after the Board of Directors of TP has concluded in good faith, after consultation with TP's financial advisers and based upon the advice of independent legal counsel (who may be voted) TP's regularly engaged legal counsel), that such action is necessary in favor of, any such transactionorder for the Directors of TP to comply with their fiduciary obligations to TP's shareholders under applicable law. d. Partner (e) Each Shareholder agrees to promptly notify the Seller Partnership and SHP TA in writing of the nature and amount of any acquisition by Partner Shareholder after the date hereof of any voting securities of TP, including upon the Seller Partnershipexercise or conversion of any Convertible Securities. (f) In the event that TA and Acquisition elect to purchase shares of TP pursuant to a cash tender offer (an "Offer"), each Shareholder agrees to validly tender and not withdraw, pursuant to and in accordance with the terms of the Offer, not later than the fifteenth business day after the commencement of the Offer and pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act), the Shares set forth on SCHEDULE A as well as that number of shares of TP common stock issued to such Shareholder in connection with his exercise or conversion of the Convertible Securities (the "Shares" described on SCHEDULE A and the shares issued in connection with the exercise or conversion of the Convertible Securities described on SCHEDULE B are collectively referred to as the "TP Common Shares"). Each Shareholder further agrees to permit TA and Acquisition to publish and disclose his identity and ownership of the TP Common Shares, and the nature of their commitments, arrangements and understandings under this Agreement as may be required by the Exchange Act and/or the Securities and Exchange Commission or useful in connection with the filings thereunder. TA agrees that, in the event of the commencement of an Offer, the same consideration per share shall be paid to all shareholders of TP, whether pursuant to such Offer or any subsequent merger (except to the extent provided in the Share Exchange Agreement) and shall otherwise comply with Section 1.1 of the Merger Agreement.

Agreement to Vote, Restrictions on Dispositions, Etc. During the term of the Agreement: a. Partner Each of the Shareholders hereby agrees to attend any partners meeting of the Seller PartnershipCompany Meeting, in person or by proxy, and to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller PartnershipCompany, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement and the Partnership Merger, and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption of the amendments to the Second Amended and Restated Agreement of Limited Partnership of Seller Partnership attached as Exhibit A to the Consents (as defined below) (the "Amendments"), such agreements agreement to vote to apply also to any adjournment of such partner meeting or adjournments of the Seller PartnershipCompany Meeting. Partner Each Shareholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents of even date herewith executed by Partner (the "Consents"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the ConsentsAgreement. b. Partner hereby agrees that, without the prior written consent Each of the Seller Partnership, except as provided in the Contribution Agreement, Partner shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner agrees that the Seller Partnership may enter stop transfer orders with the transfer agent(s) and the registrar(s) of the Units against the transfer of Units and any other voting securities of the Seller Partnership that Partner owns beneficially or otherwise. Partner Shareholders hereby agrees to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller PartnershipCompany, owned by Partner whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) any recapitalization, mergermerger (other than the Merger), consolidation, combination, sale of assets assets, reorganization, recapitalization, dissolution, liquidation or other business combination or similar transaction involving the Seller Partnership Company or any of its Subsidiaries, securities or assets other than the Partnership Merger (including any Business Combination Proposal) which is not approved in writing by Parent or other transaction with SHP and (ii) any amendment of the Company's articles of incorporation or by-laws or other action or agreement that would result in a breach of any covenant, representation or warranty proposal involving the Company or any other obligation Subsidiary, which amendment or agreement proposal would in any manner impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the Seller Partnership under transactions contemplated by the Partnership Merger Agreement or which could result in any of the conditions to the Seller PartnershipCompany's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner Each of the Shareholders hereby agrees that, without the prior written consent of Parent, such Shareholder shall not, directly or indirectly, sell, offer to solicit sell, grant any option for the sale of or authorize otherwise, pledge, transfer, tender or dispose of, or enter into any person agreement to solicitsell, pledge (other than existing margin call pledge agreements with respect to Shares held in brokerage accounts in the name of a Shareholder), transfer, tender or dispose of, any inquiries or proposals from Shares and any person other than SHP relating to the merger or consolidation voting securities of the Seller Partnership with Company, issued heretofore or hereinafter that such person owns or has the right to vote; PROVIDED, HOWEVER, that Parent shall consent to any person other than SHP or its Affiliatessuch sale, or the acquisition of the Seller Partnership's or any of its significant subsidiaries' voting securities bypledge, or the direct or indirect acquisition transfer or disposition of a significant amount of assets any such Shares or other voting securities by and between Shareholders. d. Each of the Seller Partnership or any of its significant subsidiaries otherwise than Shareholders, solely in the ordinary course of business of the Seller Partnership or such significant subsidiaryhis capacity as a shareholder, from or hereby agrees not to any person other than SHP or its Affiliates or directly or indirectly take (nor shall such Shareholder authorize or permit any representative, investment banker, financial advisor, attorney, accountant or other agent of such Shareholder to take) any action to (i) encourage, solicit or initiate the submission of any Business Combination Proposal or (ii) participate in any way in discussions or negotiations with, or furnish any non-public written information to, any person in connection with, or take any other action to encourage the making of any proposal that constitutes, or may reasonably be expected to lead to, any Business Combination Proposal; ; provided, that with respect to Shareholders who serve as officers or directors of the Company, such Shareholders acting solely in their capacity as officers or directors may (i) participate in discussions or negotiations with or furnish information to any Third Party that makes an unsolicited Business Combination Proposal that the Board of Directors of the Company determines (after consultation with its financial advisors) may reasonably be expected to result in a Superior Proposal, and permit the Company to enter into any confidentiality agreement or continue standstill agreement with such Third Party in connection with such a Business Combination Proposal, (ii) take all steps necessary to cause the Company to comply with Rule 14e-2 promulgated under the Exchange Act with regard to any discussionsBusiness Combination Proposal (assuming that such Business Combination Proposal includes a tender offer requiring the Company's response pursuant to such Rule), negotiations (iii) take the steps necessary as directors to fail to make or agreements relating towithdraw or modify the Board of Directors' recommendation referred to in SECTION 8.2 of the Merger Agreement if there exists a Business Combination Proposal that is a Superior Proposal or if such director determines, in good faith and after consultation with independent counsel, that such action is required to discharge properly his fiduciary duties, or vote (iv) if the Company terminates the Merger Agreement in accordance with Section 10.1(e) thereof, cause the Company to enter into an agreement with respect to or cause recommend to be voted) in favor of, any such transactionits shareholders a Business Combination Proposal that is a Superior Proposal. d. Partner e. Each of the Shareholders agrees to promptly notify the Seller Partnership and SHP Parent in writing of the nature and amount of any acquisition by Partner after the date hereof such Shareholder of any voting securities of the Seller PartnershipCompany acquired by such Shareholder hereinafter.

Agreement to Vote, Restrictions on Dispositions, Etc. a. Partner Shareholder hereby agrees to attend any partners meeting of the Seller PartnershipCompany Shareholder Meeting, in person or by proxy, and to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller Partnership, Company owned by Partner Shareholder, whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement and the Partnership Merger(as amended from time to time), and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption including, without limitation, any payments or benefits to Company employees that would, in the absence of shareholder approval, constitute "excess parachute payments," as such term is defined in Section 280G of the amendments to the Second Amended and Restated Agreement Internal Revenue Code of Limited Partnership of Seller Partnership attached 1986, as Exhibit A to the Consents (as defined below) (the "Amendments"amended), such agreements agreement to vote to apply also to any shareholder meeting following the adjournment of such partner meeting the Company Shareholder Meeting at which the shareholders of the Seller PartnershipCompany are voting to approve the Merger Agreement or the transactions contemplated thereby. Partner Shareholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents Limited Irrevocable Proxy of even date herewith executed by Partner Shareholder in favor of Parent (the "ConsentsIrrevocable Proxy"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents. b. Partner Shareholder hereby agrees that, without the prior written consent of the Seller PartnershipParent, except as provided in the Contribution Agreement, Partner Shareholder shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units Shares, any warrants to purchase shares of Common Stock and any other voting securities of the Seller Partnership Company that Partner Shareholder owns beneficially or otherwise. Partner Shareholder agrees that Parent may instruct the Seller Partnership may Company to enter stop transfer orders with the transfer agent(s) agent and the registrar(s) registrar of the Units Company Common Stock against the transfer of Units Shares and any other voting securities of the Seller Partnership Company that Partner Shareholder owns beneficially or otherwise. Partner If requested by Parent, Shareholder agrees to surrender the certificate or certificates representing the Shares to the transfer agent and registrar of the Company Common Stock in exchange for certificates representing Company Common Stock containing a legend to the effect of the following: The shares represented by this certificate are subject to restrictions on transfer and disposition as set forth in the Voting Agreement dated as of May 17, 1997 among Metromail Corporation, a Delaware corporation, and CVM Equity Fund III, Ltd. A copy of such agreement may be obtained from the Secretary of the Company. Upon the termination of this Agreement pursuant to Section 6, Shareholder shall have the right to unilaterally instruct the transfer agent and registrar of the Company Common Stock to deliver to the Shareholder certificates representing Company Common Stock registered in the name of the Shareholder and not bearing the foregoing legend in exchange for certificates representing Company Common Stock registered in the name of the Shareholder and bearing such legend. c. Shareholder agrees to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller Partnership, Company owned by Partner Shareholder, whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Seller Partnership or any of its SubsidiariesCompany, securities or assets other than the Partnership Merger or other transaction with SHP which is not endorsed in writing by Parent and (ii) any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Seller Partnership Company or Parent under the Partnership Merger Agreement or which could result in any of the conditions to the Seller PartnershipCompany's or the Parent's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner d. Shareholder agrees not, not to directly or indirectlyindirectly solicit, to solicit or authorize any person to solicit, any inquiries or proposals from any person other than SHP Parent relating to the merger or consolidation of the Seller Partnership Company with any person other than SHP Parent or its AffiliatesSubsidiaries, or the acquisition of the Seller PartnershipCompany's or any of its significant subsidiaries' voting securities by, or the direct or indirect acquisition or disposition of a significant amount of assets of the Seller Partnership or any of its significant subsidiaries Company otherwise than in the ordinary course of business of the Seller Partnership or such significant subsidiary, Company from or to any person other than SHP Parent or its Affiliates Subsidiaries, or directly or indirectly enter into or continue any discussions, negotiations or agreements relating to, or vote (or cause to be voted) in favor of, any such transaction. d. Partner e. Shareholder agrees to promptly notify the Seller Partnership and SHP Parent in writing of the nature and amount of any acquisition by Partner Shareholder after the date hereof of any voting securities of the Seller PartnershipCompany.

Agreement to Vote, Restrictions on Dispositions, Etc. a. Partner Stockholder hereby agrees to attend any partners meeting of the Seller PartnershipCompany Stockholder Meeting, in person or by proxy, and to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller PartnershipCompany, owned by Partner Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement (as amended from time to time) and the Partnership Merger, and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption of the amendments to the Second Amended and Restated Agreement of Limited Partnership of Seller Partnership attached as Exhibit A to the Consents (as defined below) (the "Amendments")Agreement, such agreements agreement to vote to apply also to any adjournment of such partner meeting of the Seller PartnershipCompany Stockholder Meeting. Partner Stockholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents Limited Irrevocable Proxy of even date herewith executed by Partner Stockholder in favor of Parent (the "ConsentsIrrevocable Proxy"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents. b. Partner Stockholder hereby agrees that, without the prior written consent of the Seller PartnershipParent, except as provided in the Contribution Agreement, Partner Stockholder shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units Shares and any other voting securities of the Seller Partnership Company that Partner Stockholder owns beneficially or otherwise. Partner Stockholder agrees that Parent may instruct the Seller Partnership may Company to enter stop transfer orders with the transfer agent(s) and the registrar(s) of the Units Company Common Shares against the transfer of Units Shares and any other voting securities of the Seller Partnership Company that Partner Stockholder owns beneficially or otherwise. Partner If requested by Parent, Stockholder agrees to surrender to the transfer agent(s) and registrar(s) of the Company Common Shares certificates representing Company Common Shares registered in the name of Stockholder, in exchange for certificates representing Company Common Shares containing a legend to the effect of the following: The shares represented by this certificate are subject to restrictions on transfer and disposition as set forth in the Voting Agreement dated as of November 13, 1995 among IMC Global Inc., a Delaware corporation, and Great American Management and Investment, Inc. A copy of such agreement may be obtained from the Secretary of the Company. Upon the termination of this Agreement pursuant to Section 6, Stockholder shall have the right to unilaterally instruct the transfer agent(s) and registrar(s) of the Company Common Shares to deliver to the Stockholder certificates representing Company Common Shares registered in the name of the Stockholder and not bearing the foregoing legend in exchange for certificates representing Company Common Shares registered in the name of the Stockholder and bearing such legend. c. Stockholder agrees to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller PartnershipCompany, owned by Partner Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) against any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Seller Partnership Company or any of its Subsidiaries, securities or assets other than the Partnership Merger or other transaction with SHP which is not endorsed in writing by Parent and (ii) any and other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Seller Partnership Company under the Partnership Merger Agreement or which could result in any of the conditions to the Seller PartnershipCompany's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner d. Stockholder agrees not, not to directly or indirectlyindirectly solicit, to solicit or authorize any person to solicit, any inquiries or proposals from any person other than SHP Parent relating to the merger or consolidation of the Seller Partnership Company with any person other than SHP Parent or its AffiliatesSubsidiaries, or the acquisition of the Seller PartnershipCompany's or any of its significant subsidiaries' Subsidiaries voting securities by, or the direct or indirect acquisition or disposition of a significant amount of assets of the Seller Partnership Company or any of its significant subsidiaries Subsidiaries otherwise than in the ordinary course of business of the Seller Partnership Company or such significant subsidiarySubsidiary, from or to any person other than SHP Parent or its Affiliates Subsidiaries or directly or indirectly enter into or continue any discussionsdiscussion, negotiations or agreements relating to, or vote (or cause to be voted) in favor of, any such transaction. d. Partner . Nothing contained herein shall be construed to limit or otherwise affect any Affiliate or representative of Stockholder who shall serve as a director of the Company from taking any action permitted by Section 4.2 of the Merger Agreement in his or her capacity as such director. e. Stockholder agrees to promptly notify the Seller Partnership and SHP Parent in writing of the nature and amount of any acquisition by Partner Stockholder after the date hereof of any voting securities of the Seller PartnershipCompany.

Agreement to Vote, Restrictions on Dispositions, Etc. a. Partner Each Stockholder hereby agrees to attend any partners stockholders meeting of the Seller PartnershipCompany, in person or by proxy, and to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller PartnershipCompany, owned by Partner such Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, (i) for approval and adoption of the Partnership Merger Agreement and the Partnership Merger, and the transactions contemplated by the Partnership Merger Agreement and (ii) for approval and adoption of the amendments to the Second Amended and Restated Agreement of Limited Partnership of Seller Partnership attached as Exhibit A to the Consents (as defined below) (the "Amendments")Agreement, such agreements agreement to vote to apply also to any adjournment of such partner the stockholder meeting of the Seller PartnershipCompany. Partner Each Stockholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the two consents Limited Irrevocable Proxy of even date herewith executed by Partner Stockholders in favor of Acquiror (the "ConsentsIrrevocable Proxy"). Partner agrees to deliver the executed Consents to SHP, at the request of SHP, and Partner agrees not to rescind, modify or withdraw the Consents. b. Partner Each Stockholder hereby agrees that, without the prior written consent of the Seller PartnershipAcquiror, except as provided in the Contribution Agreement, Partner such Stockholder shall not, directly or indirectly, sell, offer to sell, grant any option for the sale of or otherwise transfer or dispose of, or enter into any agreement to sell, any Units Shares and any other voting securities of the Seller Partnership Company that Partner such Stockholder owns beneficially or otherwise. Partner Each Stockholder agrees that Acquiror may instruct the Seller Partnership may Company to enter stop transfer orders with the transfer agent(s) and the registrar(s) of the Units Shares against the transfer of Units Shares and any other voting securities of the Seller Partnership Company that Partner Stockholder owns beneficially or otherwise. Partner If requested by Acquiror, each Stockholder agrees to surrender or cause to be surrendered to the transfer agent(s) and registrar(s) of the Shares certificates representing Shares registered in the name of Stockholder, in exchange for certificates representing Shares containing a legend to the effect of the following: (i) The shares represented by this certificate are subject to restrictions on transfer, and disposition as set forth in the Voting Agreement dated as of March 11, 1998, among MHD Acquisition Corp., Delaware corporation, and Xxxxxx X. Xxxxx, Xx. and Xxxxxx Xxxxx & Company, LLC. A copy of such agreement may be obtained from the Secretary of the Company. (ii) Upon the termination of this Agreement pursuant to Section 5, Stockholders shall have the right to unilaterally instruct the transfer agent(s) and registrar(s) of the Shares to deliver to the Stockholders certificates representing Shares registered in the name of the Stockholders and not bearing the foregoing legend in exchange for certificates representing Shares registered in the name of the Stockholders and bearing such legend. c. Each Stockholder agrees to vote (or cause to be voted) all UnitsShares, and any other voting securities of the Seller PartnershipCompany, owned by Partner such Stockholder whether issued heretofore or hereafter, that such person owns or has the right to vote, against (i) against any recapitalization, merger, consolidation, sale of assets or other business combination or similar transaction involving the Seller Partnership Company or any of its Subsidiaries, securities or assets other than the Partnership Merger or other transaction with SHP which is not endorsed in writing by Acquiror and (ii) any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Seller Partnership Company under the Partnership Merger Agreement or which could result in any of the conditions to the Seller PartnershipCompany's obligations under the Partnership Merger Agreement not being fulfilled. c. Partner d. Each Stockholder agrees not, not to directly or indirectlyindirectly solicit, to solicit or authorize any person to solicit, any inquiries or proposals from any person other than SHP Acquiror relating to the merger or consolidation of the Seller Partnership Company with any person other than SHP Acquiror or its Affiliatessubsidiaries, or the acquisition of the Seller PartnershipCompany's or any of its significant subsidiaries' voting securities by, or the direct or indirect acquisition or disposition of a significant amount of assets of the Seller Partnership Company or any of its significant subsidiaries otherwise than in the ordinary course of business of the Seller Partnership Company or such significant subsidiary, from or to any person other than SHP Acquiror or its Affiliates subsidiaries or directly or indirectly enter into or continue any discussions, negotiations or agreements relating to, or vote (or cause to be voted) in favor of, any such transaction. Nothing contained herein shall be construed to limit or otherwise affect each Stockholder, any Affiliate or representative of Stockholder who shall serve as a director of the Company from taking any action permitted by Section 4.6 or Section 4.7 of the Merger Agreement in his or her capacity as such director. d. Partner e. Each Stockholder agrees to promptly notify the Seller Partnership and SHP Acquiror in writing of the nature and amount of any acquisition by Partner Stockholder after the date hereof of any voting securities of the Seller PartnershipCompany.