Common use of CERTAIN COVENANTS OF THE SELLER Clause in Contracts

CERTAIN COVENANTS OF THE SELLER. 4.1 The Seller hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of: (i) the termination of this Agreement pursuant to Article 7; and (ii) the Effective Time, except in accordance with the provisions of this Agreement: (a) not, directly or indirectly, through any of its affiliates, associates or representatives take any action with respect to an Acquisition Proposal that, if taken by the Company, would violate the terms of the Arrangement Agreement; (b) immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any person or group or any representatives of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal; (c) immediately notify the Acquiror of any Acquisition Proposal of which the Seller or, to the knowledge of the Seller, any of its representatives becomes, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such Acquisition Proposal or inquiry in respect of an Acquisition Proposal within the Seller’s possession; (d) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Securities, or any right or interest therein (legal or equitable), to any person or group (other than the Acquiror) or agree to do any of the foregoing; (e) Seller will not commit any act that could restrict or affect Seller’s legal power, authority, and right to vote all of the Shares then owned of record or beneficially by Seller or otherwise prevent or disable Seller from performing any of its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Seller shall not enter into any voting agreement with any person or entity with respect to any of the Subject Securities, grant or agree to grant any person or entity any proxy (revocable or irrevocable) or power of attorney or other right with respect to any of the Subject Securities, deposit any of the Subject Securities in a voting trust, or otherwise enter into any voting agreement, voting trust, vote pooling or other agreement or arrangement with respect to the right to vote, call meetings of Company Securityholders or give consents or approvals of any kind with respect to any of the Subject Securities; (f) not requisition or join in any requisition of any meeting of Company Securityholders without the prior written consent of the Acquiror, or vote or cause to be voted any of the Subject Securities in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to prevent or delay the successful completion of the Transaction or the other transactions contemplated by the Arrangement Agreement and this Agreement or have a Material Adverse Effect; (g) not do indirectly that which it may not do directly by the terms of this Article 4 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Transaction and the other transactions contemplated by the Arrangement Agreement and this Agreement; and (h) if Seller is the beneficial owner, but not the record holder, of the Subject Securities, take all actions necessary to cause the record holder and any nominees to vote all of the Subject Securities in accordance with this Agreement. 4.2 Notwithstanding Section 4.1, if the Seller is a director and/or officer of the Company, the Seller shall be entitled to exercise his fiduciary duties to the Company in his capacity as director or officer and not be in breach of this Agreement, it being acknowledged that compliance with the provisions set out in Section 4.3 of the Arrangement Agreement shall not be construed to result in a breach of this Agreement. For certainty, any such exercise of fiduciary duties by the Seller shall not in any way diminish the Seller’s obligations in his capacity as a Shareholder under this Agreement. 4.3 If a Superior Proposal is made, the Seller hereby agrees that it shall continue to support the Arrangement (or, if applicable, any Alternative Transaction) and comply with its obligations hereunder, including not withdrawing or revoking the proxy or power of attorney referred to in Article 3 in respect of the Subject Securities, unless and until this Agreement is terminated in accordance with its terms.

CERTAIN COVENANTS OF THE SELLER. 4.1 The Seller hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of: (i) the termination of this Agreement pursuant to Article 7; and (ii) the Effective Time, except in accordance with the provisions of this Agreement: (a) not, directly or indirectly, through any of its affiliates, associates or representatives take representatives, make, solicit, assist, initiate, encourage, entertain, promote or facilitate (including by way of discussion, negotiation, furnishing information, permitting any action with respect visit to an Acquisition Proposal that, if taken by the Company, would violate the terms any facility or property of the Arrangement AgreementCompany or any Company Subsidiary, or entering into any form of agreement, arrangement, commitment or understanding) the making, submission or announcement of any inquiry, proposal or offer regarding any Acquisition Proposal; (b) immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any person or group or any representatives of any person or group conducted before the date of this Agreement with respect to any Acquisition Proposal; (c) immediately notify the Acquiror of any Acquisition Proposal of which the Seller or, to the knowledge of the Seller, any of its representatives becomes, directly or indirectly, aware, unless such notice would be prohibited by applicable Law or would result in the breach of any contractual provision to which the Seller is party. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such Acquisition Proposal or inquiry in respect of an Acquisition Proposal within the Seller’s possession; (d) except as permitted herein, not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Securities, or any right or interest therein (legal or equitable), to any person or group (other than the Acquiror) or agree to do any of the foregoing; (e) Seller will not commit any act that could restrict or affect Seller’s legal power, authority, and right to vote all of the Shares then owned of record or beneficially by Seller or otherwise prevent or disable Seller from performing any of its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Seller shall not enter into any voting agreement with any person or entity with respect to any of the Subject Securities, grant or agree to grant any person or entity any proxy (revocable or irrevocable) or power of attorney or other right with respect to any of the Subject Securities, deposit any of the Subject Securities in a voting trust, or otherwise enter into any voting agreement, voting trust, vote pooling or other agreement or arrangement with respect to the right to vote, call meetings of Company Securityholders or give consents or approvals of any kind with respect to any of the Subject Securities; (f) not requisition or join in any requisition of any meeting of Company Securityholders without the prior written consent of the Acquiror, or vote or cause to be voted any of the Subject Securities in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to prevent or delay the successful completion of the Transaction or the other transactions contemplated by the Arrangement Agreement and this Agreement or have a Material Adverse Effect; (g) not do indirectly that which it may not do directly by the terms of this Article 4 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Transaction and the other transactions contemplated by the Arrangement Agreement and this Agreement; and (h) if Seller is the beneficial owner, but not the record holder, of the Subject Securities, take all actions necessary to cause the record holder and any nominees to vote all of the Subject Securities in accordance with this Agreement. 4.2 4.3 Notwithstanding Section 4.1any other provision of this Article 4, if the Seller is a director and/or officer of the Company, (a) the Seller shall be entitled permitted to sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey any or all Subject Securities, or any right or interest therein (legal or equitable), to any one or more person or persons (each a “Permitted Transferee”), provided that such Permitted Transferee shall have agreed in writing with Acquiror to perform the obligations of and comply with the restrictions on Seller set forth herein, or (b) at any time commencing immediately after the Company has received a Superior Proposal (as such term is used in the Arrangement Agreement), the Seller will be permitted to sell in one or more open market transactions or in any other transaction to a person other than a person or its affiliates making an Acquisition Proposal any or all of the Subject Securities, provided that (i) the per share sale price in such transactions exceeds the per share purchase price payable under the Arrangement Agreement (as the same may have been amended from time to time prior to the date of such sale); and (ii) with respect to Subject Securities sold pursuant to this Section 4.3(b) after the record date for the Company Meeting, the Seller will continue to exercise his fiduciary duties to the Company its voting rights in his capacity as director or officer and not be connection with such Subject Securities in breach of this Agreement, it being acknowledged that compliance accordance with the provisions set out forth in Section 4.3 of the Arrangement Agreement shall not be construed to result in a breach of this Agreement. For certainty, and does not enter into any agreement, arrangement, or understanding with the purchaser of such exercise of fiduciary duties by Subject Securities that is inconsistent with the Seller shall not in any way diminish the Seller’s obligations in his capacity as a Shareholder under this Agreementsame. 4.3 4.4 If a Superior Proposal is made, the Seller hereby agrees that it shall continue to support the Arrangement (or, if applicable, any Alternative Transaction) and comply with its obligations hereunder, including not withdrawing or revoking the proxy or power of attorney referred to in Article 3 in respect of the Subject Securities, unless and until this Agreement is terminated in accordance with its terms.

CERTAIN COVENANTS OF THE SELLER. 4.1 The 3.1 Subject to the terms and conditions of this Agreement, and subject in all instances to the provisions of the Merger Agreement relating to Superior Proposals (as defined in the Merger Agreement, and including, without limitation, Section 7.11 of the Merger Agreement), which provisions are incorporated herein by reference and which shall apply to the Seller in his capacity as an officer and/or director of the Company (it being agreed that the Seller may take all actions not inconsistent with Section 7.11 of the Merger Agreement to facilitate the consummation of a Superior Proposal notwithstanding the provisions hereof), the Seller hereby irrevocably and unconditionally covenants and irrevocably agrees that it shall, from the date hereof until the earlier of: of (i) the termination of this Agreement pursuant to Article 7; 6 and (ii) the Effective Time, except in accordance with the provisions of this Agreement: (azz) not, directly or indirectly, through any of its affiliatesRepresentatives (i) solicit, associates assist, initiate, knowingly encourage or representatives take knowingly facilitate (including by way of discussion, negotiation, furnishing information, permitting any action visit to any facilities or properties of the Company or any Company Subsidiary, or entering into any form of agreement, arrangement, commitment or understanding) any inquiries, proposals or offers regarding, or that may reasonably be expected to lead to, any Takeover Proposal, (ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to an Acquisition or otherwise cooperate with any person (other than the Company in connection with the Transaction, the Acquiror and their respective Representatives) regarding any Takeover Proposal thator potential Takeover Proposal, if taken (iii) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Takeover Proposal, (iv) provide any information relating to the Company or any subsidiary to any person or group in connection with any Takeover Proposal, or (v) otherwise co-operate in any way with any effort or attempt by the Company, would violate the terms any person or group to do or seek to do any of the Arrangement Agreementforegoing; (baaa) immediately cease and cause to be terminated all existing agreements, discussions and negotiations, if any, with any person or group or any representatives Representatives of any person or group (in each case, other than the Company in connection with the Transaction, the Acquiror and their respective Representatives) entered into or conducted before the date of this Agreement with respect to any Acquisition Takeover Proposal; (cbbb) immediately notify the Acquiror and the Company of any Acquisition Takeover Proposal of which the Seller or, to the knowledge of the Seller, Seller or any of its representatives Representatives becomes, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such Acquisition Takeover Proposal or inquiry in respect of an Acquisition Takeover Proposal within the Seller’s possession; ; (dccc) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Securities, or any right or interest therein (legal or equitable), to any person or group (other than the Acquiror) or agree to do any of the foregoing; (e) Seller will not commit any act that could restrict or affect Seller’s legal power, authority, and right to vote all of the Shares then owned of record or beneficially by Seller or otherwise prevent or disable Seller from performing any of its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Seller shall not enter into any voting agreement with any person or entity with respect to any of the Subject Securities, grant or agree to grant any person or entity any proxy (revocable or irrevocable) or power of attorney or other right with respect to any of the Subject Securities, deposit any of the Subject Securities in a voting trust, or otherwise enter into any voting agreement, voting trust, vote pooling or other agreement or arrangement with respect to the right to vote, call meetings of Company Securityholders or give consents or approvals of any kind with respect to any of the Subject Securities; (f) not requisition or join in any requisition of any meeting of Company Securityholders without the prior written consent of the Acquiror, or vote or cause to be voted any of the Subject Securities in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner which might reasonably be regarded as likely to prevent or delay the successful completion of the Transaction or the other transactions contemplated by the Arrangement Agreement and this Agreement or have a Material Adverse Effect; (g) not do indirectly that which it may not do directly by the terms of this Article 4 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Transaction and the other transactions contemplated by the Arrangement Agreement and this Agreement; and (h) if Seller is the beneficial owner, but not the record holder, of the Subject Securities, take all actions necessary to cause the record holder and any nominees to vote all of the Subject Securities in accordance with this Agreement. 4.2 Notwithstanding Section 4.1, if the Seller is a director and/or officer of the Company, the Seller shall be entitled to exercise his fiduciary duties to the Company in his capacity as director or officer and not be in breach of this Agreement, it being acknowledged that compliance with the provisions set out in Section 4.3 of the Arrangement Agreement shall not be construed to result in a breach of this Agreement. For certainty, any such exercise of fiduciary duties by the Seller shall not in any way diminish the Seller’s obligations in his capacity as a Shareholder under this Agreement. 4.3 If a Superior Proposal is made, the Seller hereby agrees that it shall continue to support the Arrangement (or, if applicable, any Alternative Transaction) and comply with its obligations hereunder, including not withdrawing or revoking the proxy or power of attorney referred to in Article 3 in respect of the Subject Securities, unless and until this Agreement is terminated in accordance with its terms.

CERTAIN COVENANTS OF THE SELLER. 4.1 The Seller hereby covenants with the Purchaser that from and irrevocably agrees that it shall, from after the date hereof until through the earlier ofClosing Date (except as consented to or approved by the Purchaser in writing): Conduct of Business. The Seller shall cause the Company: (i) to operate only in the termination Ordinary Course of this Agreement pursuant Business and to Article 7; and (ii) the Effective Timecontinue to maintain, except in all material respects, its properties in accordance with present practices in a condition suitable for their current use; to use commercially reasonable efforts to keep available generally the provisions services of this Agreement: (a) notits present officers and Employees, directly and preserve generally the present relationships with Persons having business dealings with it; not to make any sale, assignment, transfer, abandonment, or indirectly, through other conveyance of any of its affiliatesassets or any part thereof; to keep in full force and effect insurance comparable in amount and scope to coverage maintained by it (or on behalf of it) on the date hereof; not to settle, associates release or representatives take forgive any action material claim or litigation or waive any material right; not to make, change or revoke, or permit to be made, changed or revoked, without the consent of the Purchaser, any material election or method of accounting with respect to an Acquisition Proposal thatTaxes; not to enter into, if taken by or permit to be entered into, without the Company, would violate the terms consent of the Arrangement Agreement; (b) immediately cease and cause to be terminated all existing discussions and negotiations, if any, with Purchaser any person closing or group other agreement or any representatives of any person or group conducted before the date of this Agreement settlement with respect to Taxes affecting or relating to the Company; not to enter into or amend any Acquisition Proposal; (c) immediately notify Plan and not to grant any increase in the Acquiror salary or other compensation of any Acquisition Proposal Employee, except as would not constitute a breach of which the Seller orSection 3.24; not to enter into any employment Contract with any director, to the knowledge executive officer or Employee of the SellerCompany or make any loan to, any of its representatives becomes, directly or indirectly, aware. Such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions together with a copy of all documentation relating to any such Acquisition Proposal or inquiry in respect of an Acquisition Proposal within the Seller’s possession; (d) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward salematerial transaction of any other nature with, repurchase agreement any director, executive officer or Employee of the Company; not to acquire, lease or dispose or agree to acquire, lease or dispose of any capital assets; not to change its authorized or issued capital stock; grant any stock option or right to purchase shares of capital stock; issue any security convertible into such capital stock; or make any Equity Distribution; not to incur any Indebtedness other monetization transaction with respect than working capital borrowings in the Ordinary Course of Business; not to incur, or suffer to exist, any Lien on the assets of the Company other than Permitted Liens; not to take any action that would cause any of the Subject Securities, or any right or interest therein (legal or equitable), representations and warranties made by the Seller in this Agreement not to any person or group (other than remain true and correct; and to inform the Acquiror) or agree to do any Purchaser of the foregoing; (e) Seller will not commit any act that could restrict or affect Seller’s legal power, authority, and right to vote all of the Shares then owned of record or beneficially by Seller or otherwise prevent or disable Seller from performing any of its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, Seller shall not enter into any voting agreement with any person or entity with respect to any of the Subject Securities, grant or agree to grant any person or entity any proxy (revocable or irrevocable) or power of attorney or other right with respect to any of the Subject Securities, deposit any of the Subject Securities in a voting trust, or otherwise enter into any voting agreement, voting trust, vote pooling or other agreement or arrangement with respect to the right to vote, call meetings of Company Securityholders or give consents or approvals occurrence of any kind with respect to any of the Subject Securities; (f) not requisition or join in any requisition of any meeting of Company Securityholders without the prior written consent of the Acquiror, or vote or cause to be voted any of the Subject Securities in respect of any proposed action by the Company or its Shareholders or affiliates or any other person or group in a manner event which might could reasonably be regarded as likely to prevent or delay the successful completion of the Transaction or the other transactions contemplated by the Arrangement Agreement and this Agreement or have a Material Adverse Effect; (g) not do indirectly that which it may not do directly by the terms of this Article 4 or take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the Transaction and the other transactions contemplated by the Arrangement Agreement and this Agreement; and (h) if Seller is the beneficial owner, but not the record holder, of the Subject Securities, take all actions necessary to cause the record holder and any nominees to vote all of the Subject Securities in accordance with this Agreement. 4.2 Notwithstanding Section 4.1, if the Seller is a director and/or officer of the Company, the Seller shall be entitled to exercise his fiduciary duties to the Company in his capacity as director or officer and not be in breach of this Agreement, it being acknowledged that compliance with the provisions set out in Section 4.3 of the Arrangement Agreement shall not be construed expected to result in a breach of this Agreement. For certainty, any such exercise of fiduciary duties by the Seller shall not in any way diminish the Seller’s obligations in his capacity as a Shareholder under this Agreement. 4.3 If a Superior Proposal is made, the Seller hereby agrees that it shall continue to support the Arrangement (or, if applicable, any Alternative Transaction) and comply with its obligations hereunder, including not withdrawing representation or revoking the proxy or power of attorney referred to warranty contained in Article 3 in respect of the Subject Securities, unless and until this Agreement is terminated in accordance with its termsIII.