Common use of CERTAIN COVENANTS OF THE SELLERS Clause in Contracts

CERTAIN COVENANTS OF THE SELLERS. 3.1 Each 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 6 and (ii) the Effective Time, except in accordance with the provisions of this Agreement: (a) not, directly or indirectly, through any of its affiliates or representatives, (i) initiate, solicit, or knowingly encourage inquiries or proposals with respect to an Acquisition Proposal other than from Acquiror, (ii) engage in any discussions or negotiations concerning, or provide any confidential information or data to any Third Party in connection with an Acquisition Proposal (except to notify such Person as to the existence of the provisions of Section 6.8 of the Arrangement Agreement), or knowingly take any other action with the purpose or intention of facilitating any other inquiries or the making of any proposal that constitutes, or that reasonably may be expected to lead to, any Acquisition Proposal, or (iii) except as permitted by Section 6.8(g) of the Arrangement Agreement, enter into any agreement (other than a confidentiality agreement permitted by Section 6.8(b) of the Arrangement Agreement) with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal; provided, however, that each Seller may, and may authorize and permit any representative of such Seller to, take any actions to the extent the Company is permitted to take such actions under Section 6.8 of the Arrangement Agreement, including providing non-public information to, and participating in discussions or negotiations with, any person if at such time such Seller has been notified by the Company that the Board of Directors of the Company is permitted to take such actions in accordance with Section 6.8 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 (other than Acquiror) conducted before the date of this Agreement with respect to any Acquisition Proposal; (c) promptly (and, in any event, within one Business Day) (i) notify Acquiror of the existence of any proposal, discussion, negotiation or inquiry received by the Seller with respect to any Acquisition Proposal, the material terms and conditions of any proposal, discussion, negotiation or inquiry that it may receive and the identity of the Person making such proposal or inquiry, and any modification of or amendment thereto and (ii) provide Acquiror a copy of any such proposal or inquiry and any modification of or amendment thereto. The Seller will keep Acquiror reasonably apprised of any related developments, discussions, and negotiations; (d) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any agreement to do any of the foregoing 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 or agree to do any of the foregoing; (e) not grant or agree to grant any proxy, power of attorney or other right to vote the Subject Securities, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of Company Shareholders 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 Shareholders 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 Sellers 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 Arrangement or the other transactions contemplated by the Arrangement Agreement and this Agreement or have a Company Material Adverse Effect; (g) not commit any act that could restrict or affect Seller’s legal power, authority or right to vote any or all of the Subject Securities then owned of record or beneficially by Seller or otherwise prevent or disable Seller from performing any of Seller’s obligations under this Agreement; (h) not do indirectly that which it may not do directly by the terms of this Article 3 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 Arrangement and the other transactions contemplated by the Arrangement Agreement and this Agreement; (i) not take any action that would make any representation or warranty of Seller contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting the performance by the Seller of its obligations under or contemplated by this Agreement; (j) if Seller is an individual, cause his or her spouse or registered domestic partner, as applicable, to execute and deliver a separate consent and agreement in the form attached as Exhibit A hereto; (k) exercise any of the in-the-money Company Options upon the request of Acquiror on or before the Business Day following such request unless otherwise specified by Acquiror in writing; (l) hereby authorize the Company or its counsel to, notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such Subject Securities); and (m) upon reasonable request of Acquiror, execute and deliver such additional documents and take such further actions as may be necessary or desirable to carry out the provisions of this Agreement. 3.2 Seller understands and agrees that if Seller attempts to transfer, vote or provide any other Person with the authority to vote any of the Subject Securities other than in compliance with this Agreement, the Company shall not, and Seller hereby unconditionally and irrevocably instructs the Company to not, (i) permit any such transfer on its books and records, (ii) issue (A) book entry shares or (B) a new certificate representing any of the Subject Securities or (iii) record such vote unless and until Seller shall have complied in all respects with the terms of this Agreement. 3.3 Seller agrees that it shall not, and shall cause each of its affiliates not to, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that Seller or such affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) with respect to any Company Shares or any other voting securities of the Company for the purpose of opposing or competing with the transactions contemplated by the Arrangement Agreement. 3.4 Notwithstanding Section 3.1, each Seller who is a director or officer of the Company shall be entitled to exercise, and comply with, his or her fiduciary duties in his or her capacity as director or officer of the Company and not be in breach of this Agreement. 3.5 If a Superior Proposal is made, each Seller hereby agrees that it shall continue to support the Arrangement and comply with its obligations hereunder, including not withdrawing or revoking the proxy or power of attorney referred to in Sections 2.1(b) and 2.3, respectively, in respect of the Subject Securities.

CERTAIN COVENANTS OF THE SELLERS. 3.1 4.1 Each Seller hereby Seller, severally and not jointly, covenants and irrevocably agrees that it shallshall and shall use commercially reasonable efforts to cause its Representatives to, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 6 8, and (ii) the Effective Expiry Time, except in accordance with the provisions of this Agreement: (a) not, directly or indirectly, through any of its affiliates or representatives, : (i) initiatemake, solicit, assist, initiate, encourage or knowingly encourage inquiries otherwise facilitate (including by way of furnishing non-public information, permitting any visit to any facility or proposals with respect property of the Company or any Company Subsidiary, or entering into any form of written or oral agreement, arrangement or understanding) any inquiry, proposal or offer regarding, or that could reasonably be expected to an lead to, any Acquisition Proposal (other than from Acquirorthe Offer), (ii) engage in any discussions or negotiations concerningregarding, or provide any confidential information or data to any Third Party in connection with an Acquisition Proposal (except to notify such Person as to the existence of the provisions of Section 6.8 of the Arrangement Agreement)respect to, or knowingly take otherwise co-operate in any other action with the purpose or intention of facilitating any other inquiries or the making of any proposal that constitutesway with, or that reasonably may be expected assist or participate in, facilitate or encourage, any effort or attempt by any person (other than the Offeror, an Offeror Affiliate and their Representatives) to lead tomake or complete any Acquisition Proposal, (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 Acquisition Proposal, or (iiiiv) except as permitted otherwise co-operate in any way with any effort or attempt by Section 6.8(g) any person or group to do or seek to do any of the Arrangement Agreementforegoing, enter into any agreement (other than a confidentiality agreement permitted by Section 6.8(b) of the Arrangement Agreement) with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal; provided, however, that each nothing contained in this Section 4.1(a) shall prevent a Seller maywho is a director or senior officer of the Company from engaging, and may authorize and permit any representative in such Seller’s capacity as a director or senior officer of the Company, in discussions or negotiations with a person in response to a bona fide Acquisition Proposal made by such Seller to, take any actions to person (which Acquisition Proposal did not result from a breach of a Lock-Up Agreement or the extent Support Agreement) in circumstances where the Company is permitted by the Support Agreement to take engage in such actions under Section 6.8 of the Arrangement Agreement, including providing non-public information to, and participating in discussions or negotiations with, any person if at such time such Seller has been notified by the Company that the Board of Directors of the Company is permitted to take such actions in accordance with Section 6.8 of the Arrangement Agreementnegotiations; (b) immediately cease and cause to be terminated all any existing discussions and negotiationssolicitation, discussion or negotiation, if any, with any person or group or any representatives of any person or group (other than Acquirorthe Offeror, an Offeror Affiliate or their Representatives) conducted before the date of this Agreement with respect to any Acquisition Proposal or potential Acquisition Proposal, whether or not initiated by the Seller; (c) promptly (and, and in any event, event within one Business Day) (i24 hours) notify Acquiror the Offeror to the extent that the Seller or, to the knowledge of the existence Seller, any of its Representatives becomes, directly or indirectly, aware of any proposal, discussioninquiry, negotiation offer or inquiry received by the Seller with respect request (or any amendment thereto) (i) constituting, relating to, or which could reasonably be expected to any lead to, an Acquisition Proposal, (ii) for discussions or negotiations relating to, or which could reasonably be expected to lead to, an Acquisition Proposal, or (iii) for non-public information relating to the Company, any Company Subsidiary, Mineral Right or Property, for access to properties, books and records of the Company or any Company Subsidiary or for a list of Shareholders; such notification shall be made first orally and then in writing and shall include a description of the material terms and conditions of any proposal, discussion, negotiation or inquiry that it may receive and the identity of the Person making such proposal or inquiry, and any modification of or amendment thereto and (ii) provide Acquiror together with a copy of all documentation relating to any such proposal Acquisition Proposal or inquiry in respect of an Acquisition Proposal within the Seller’s possession and any modification of or amendment thereto. The Seller will keep Acquiror reasonably apprised of any related developmentssuch other details as the Offeror may request, discussions, and negotiationsacting reasonably; (d) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any agreement to do any of the foregoing or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject SecuritiesShares, or any right or interest therein (legal or equitable), to any person or group or agree to do any of the foregoing; (e) not grant or agree to grant any proxy, power of attorney or other right to vote the Subject SecuritiesShares, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of Company Shareholders securityholders or give consents or approvals approval of any kind with respect to any of the Subject SecuritiesShares; (f) not requisition or join in any requisition of any meeting of Company Shareholders securityholders without the prior written consent of the AcquirorOfferor, or vote or cause to be voted any of the Subject Securities Shares in respect of any proposed action by the Company or its Sellers Shareholders or affiliates 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 Arrangement or the other transactions contemplated by the Arrangement Agreement and this Agreement Offer or have a Company Material Adverse EffectEffect in respect of the Company; (g) not commit deposit or cause to be deposited any act that could restrict or affect Seller’s legal power, authority or right to vote Subject Shares under any or all of Acquisition Proposal (other than the Subject Securities then owned of record or beneficially by Seller or otherwise prevent or disable Seller from performing any of Seller’s obligations under this Agreement;Offer); and (h) not do indirectly that which it may not do directly by the terms of this Article 3 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 Arrangement and the other transactions contemplated by the Arrangement Agreement and this Agreement; (i) not take any action that would make any representation or warranty of Seller contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding or interfering with or adversely affecting the performance by the Seller of its obligations under or contemplated by this Agreement; (j) if Seller is an individual, cause his or her spouse or registered domestic partner, as applicable, to execute and deliver a separate consent and agreement in the form attached as Exhibit A hereto; (k) exercise any of the in-the-money Company Options upon the request of Acquiror on or before the Business Day following such request unless otherwise specified by Acquiror in writing; (l) hereby authorize the Company or its counsel to, notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such Subject Securities); and (m) upon reasonable request of Acquiror, execute and deliver such additional documents and take such further actions as may be necessary or desirable to carry out the provisions of this AgreementOffer. 3.2 4.2 Each Seller understands and agrees that if Seller attempts covenants to transfer, vote or provide any other Person co-operate with the authority to vote any of the Subject Securities other than Offeror in compliance with this Agreement, the Company shall not, and Seller hereby unconditionally and irrevocably instructs the Company to not, (i) permit any such transfer on its books and records, (ii) issue (A) book entry shares or (B) a new certificate representing any of the Subject Securities or (iii) record such vote unless and until Seller shall have complied in making all respects with the terms of this Agreementrequisite regulatory filings. 3.3 Seller agrees that it shall not, and shall cause each of its affiliates not to, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that Seller or such affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) with respect to any Company Shares or any other voting securities of the Company for the purpose of opposing or competing with the transactions contemplated by the Arrangement Agreement. 3.4 Notwithstanding Section 3.1, each Seller who is a director or officer of the Company shall be entitled to exercise, and comply with, his or her fiduciary duties in his or her capacity as director or officer of the Company and not be in breach of this Agreement. 3.5 If a Superior Proposal is made, each Seller hereby agrees that it shall continue to support the Arrangement and comply with its obligations hereunder, including not withdrawing or revoking the proxy or power of attorney referred to in Sections 2.1(b) and 2.3, respectively, in respect of the Subject Securities.

CERTAIN COVENANTS OF THE SELLERS. 3.1 Each Seller The Company 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 6 and (ii) the Effective Time, except in accordance with the provisions of this Agreementagrees: (a) notto furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states as you may designate and to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except service of process with respect to the offering and sale of the Shares); and to promptly advise you of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (b) to make available to the Underwriters in New York City, as soon as practicable after the Registration Statement becomes effective, and thereafter from time to time to furnish to the Underwriters, as many copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver a prospectus beyond the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company will prepare promptly upon request such amendment or amendments to the Registration Statement and such prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (c) to advise you promptly and (if requested by you) to confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective and (ii) if Rule 20 -19- 430A under the Act is used, when the Prospectus is filed with the Commission pursuant to Rule 424(b) under the Act (which the Company agrees to file in a timely manner under such rules); (d) to advise you promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement or Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; to advise you promptly of any proposal to amend or supplement the Registration Statement or Prospectus and to file no such amendment or supplement to which you shall object in writing; (e) to file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares, and to promptly notify you of such filing; (f) if necessary or appropriate, to file promptly a registration statement pursuant to Rule 462(b) under the Act; (g) upon your request, to furnish to you and each of the other Underwriters for a period of five years from the date of this Agreement (i) copies of any reports or other communications which the Company shall send to its stockholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar form as may be designated by the Commission, (iii) copies of documents or reports filed with any national securities exchange on which any class of securities of the Company is listed, and (iv) such other information as you may reasonably request regarding the Company or its Subsidiaries, in each case as soon as such communications, documents or information becomes available; (h) to advise the Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Act which, in the judgment of the Company, would require the making of any change in the Prospectus then being used, so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and furnish, at the Company's expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish you a copy of such proposed amendment or supplement before filing any such amendment or supplement with the Commission; (i) to make generally available to its security holders, and to deliver to you, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earnings statement of the Company (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Act); (j) to furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders' equity and of cash flow of the Company) for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants; (k) to furnish to you conformed copies of the Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto) in such quantities as you shall reasonably request for distribution to each of the Underwriters; (l) to furnish to you as early as practicable prior to the Time of Purchase and the Additional Time of Purchase, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and its Subsidiaries which have been read by the Company's independent certified public accountants, as stated in their letter to be furnished pursuant to Section 8(d) hereof; (m) not to take, directly or indirectly, through any of its affiliates action designed to cause or representatives, (i) initiate, solicit, or knowingly encourage inquiries or proposals with respect to an Acquisition Proposal other than from Acquiror, (ii) engage in any discussions or negotiations concerning, or provide any confidential information or data to any Third Party in connection with an Acquisition Proposal (except to notify such Person as to the existence of the provisions of Section 6.8 of the Arrangement Agreement), or knowingly take any other action with the purpose or intention of facilitating any other inquiries or the making of any proposal that constitutesresult in, or that has constituted or might reasonably may be expected to lead toconstitute, any Acquisition Proposal, the stabilization or (iii) except as permitted by Section 6.8(g) manipulation of the Arrangement Agreement, enter into price of any agreement (other than a confidentiality agreement permitted by Section 6.8(b) securities of the Arrangement AgreementCompany; (n) with respect to any Acquisition Proposal or approve or resolve to approve any Acquisition Proposal; provided, however, that each Seller may, and may authorize and permit any representative of such Seller to, take any actions to apply the extent net proceeds from the Company is permitted to take such actions under Section 6.8 of the Arrangement Agreement, including providing non-public information to, and participating in discussions or negotiations with, any person if at such time such Seller has been notified by the Company that the Board of Directors sale of the Company is permitted to take such actions Shares in accordance with Section 6.8 the manner set forth under the caption "Use of Proceeds" in the Arrangement AgreementProspectus; (bo) immediately cease and cause to be terminated all existing discussions and negotiationsfurnish to you, if any, before filing with any person or group or any representatives of any person or group (other than Acquiror) conducted before the Commission subsequent to the effective date of this Agreement with respect the Registration Statement and during the period referred to any Acquisition Proposal; in paragraph (ce) promptly (andabove, in any event, within one Business Day) (i) notify Acquiror of the existence of any proposal, discussion, negotiation or inquiry received by the Seller with respect to any Acquisition Proposal, the material terms and conditions of any proposal, discussion, negotiation or inquiry that it may receive and the identity of the Person making such proposal or inquiry, and any modification of or amendment thereto and (ii) provide Acquiror a copy of any such proposal document proposed to be filed pursuant to Section 13, 14 or inquiry and any modification 15(d) of or amendment thereto. The Seller will keep Acquiror reasonably apprised of any related developments, discussions, and negotiations;the Exchange Act; and (dp) not option, to sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any agreement to do any of the foregoing 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 offer or agree to do sell, contract to sell, grant any option to sell or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants or other rights to purchase Common Stock or any other securities of the foregoing; (e) not grant Company that are substantially similar to Common Stock or agree to grant any proxy, power of attorney or other right to vote permit the Subject Securities, or enter into any voting agreement, voting trust, vote pooling or other agreement with respect to registration under the right to vote, call meetings of Company Shareholders or give consents or approvals Act of any kind with respect to any shares of Common Stock, for a period of 90 days after the Subject Securities; (f) not requisition or join in any requisition of any meeting of Company Shareholders date hereof, without the prior written consent of UBS Warburg, except for (i) the Acquiror, or vote or cause to be voted any registration of the Subject Securities Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Stock upon the exercise of outstanding options, warrants and debentures disclosed as outstanding in respect the Registration Statement, (iii) the granting of any proposed action by options and the issuances of Common Stock upon the exercise thereof pursuant to stock option and employee benefit plans of the Company described in the Registration Statement and Prospectus and the Company's 2001 Stock Incentive Plan, and (iv) issuances as consideration for the acquisition of assets, businesses or its Sellers 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 Arrangement or the other transactions contemplated by the Arrangement Agreement and this Agreement or have a Company Material Adverse Effect;companies. The Selling Stockholder agrees: (gq) not commit any act that could restrict or affect Seller’s legal power, authority or right to vote any or all of the Subject Securities then owned of record or beneficially by Seller or otherwise prevent or disable Seller from performing any of Seller’s obligations under this Agreement; (h) not do indirectly that which it may not do directly by the terms of this Article 3 or take any other action of any kindtake, directly or indirectly, which might reasonably be regarded as likely any action designed to reduce the success ofcause or result in, or delay that has constituted or interfere with the completion of, the Arrangement and the other transactions contemplated by the Arrangement Agreement and this Agreement; (i) not take any action that would make any representation or warranty of Seller contained herein untrue or incorrect in any material respect or would might reasonably be expected to have constitute, the effect of preventing, impeding stabilization or interfering with or adversely affecting the performance by the Seller of its obligations under or contemplated by this Agreement; (j) if Seller is an individual, cause his or her spouse or registered domestic partner, as applicable, to execute and deliver a separate consent and agreement in the form attached as Exhibit A hereto; (k) exercise any manipulation of the in-the-money Company Options upon the request price of Acquiror on or before the Business Day following such request unless otherwise specified by Acquiror in writing; (l) hereby authorize any securities of the Company to facilitate the sale or its counsel to, notify the Company’s transfer agent that there is a stop transfer order with respect to all resale of the Subject Securities (and that this Agreement places limits on the voting and transfer of such Subject Securities)Shares; and (mr) upon reasonable request for a period of Acquiror90 days after the date of the Prospectus, execute and deliver such additional documents and take such further actions without the prior written consent of UBS Warburg, not to (i) sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act (as may be necessary hereinafter defined), any shares of Common Stock or desirable securities convertible into or exchangeable for Common Stock or warrants or other rights to carry out the provisions of this Agreement. 3.2 Seller understands and agrees purchase Common Stock, or (ii) enter into any swap or other arrangement that if Seller attempts transfers to transferanother, vote in whole or provide any other Person with the authority to vote in part, any of the Subject Securities economic consequences of ownership of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other than rights to purchase Common Stock whether any such transaction is to be settled by delivery of Common Stock or such other securities, in compliance cash or otherwise, except in connection with (w) the offer and sale of the Shares pursuant to this Agreement, (x) bona fide gifts, provided the Company shall not, and Seller hereby unconditionally and irrevocably instructs the Company recipient or recipients thereof agree in writing to not, (i) permit any such transfer on its books and records, (ii) issue (A) book entry shares or (B) a new certificate representing any of the Subject Securities or (iii) record such vote unless and until Seller shall have complied in all respects with be bound by the terms of this a Lock-Up Letter Agreement. 3.3 Seller , (y) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees that it shall not, and shall cause each of its affiliates not to, become a member in writing to be bound by the terms of a “group” Lock-Up Letter Agreement or (as that term is used z) in Section 13(d) connection with a simultaneous sale of all of the Exchange Act) that Seller or such affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) with respect to any Company Shares or any other voting securities Common Stock of the Company for the purpose (by means of opposing a merger, consolidation or competing with the transactions contemplated by the Arrangement Agreementotherwise). 3.4 Notwithstanding Section 3.1, each Seller who is a director or officer of the Company shall be entitled to exercise, and comply with, his or her fiduciary duties in his or her capacity as director or officer of the Company and not be in breach of this Agreement. 3.5 If a Superior Proposal is made, each Seller hereby agrees that it shall continue to support the Arrangement and comply with its obligations hereunder, including not withdrawing or revoking the proxy or power of attorney referred to in Sections 2.1(b) and 2.3, respectively, in respect of the Subject Securities.