Common use of Certain Covenants of the Shareholder Clause in Contracts

Certain Covenants of the Shareholder. 7.1. Except in accordance with the provisions of this Agreement, the Shareholder agrees, prior to the termination of this Agreement as provided in Section 4 above, not to, directly or indirectly: (a) sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares; or (b) grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (c) take any action to encourage, initiate or solicit any inquiries or the making of any Acquisition Proposal (as defined in the Merger Agreement), engage in any negotiations concerning or provide any confidential information or data to, or have any discussions with, any person or entity relating to an Acquisition Proposal, or otherwise assist or facilitate any effort or attempt by any person or entity (other than the Company, or their officers, directors, representatives, agents, affiliates or associates) to make or implement an Acquisition Proposal. The Shareholders will immediately cease and cause to be terminated any existing activities, discussions or negotiations on its part with any parties conducted heretofore with respect to any of the foregoing, and will notify the Company promptly if they become aware of any such inquiries or that any proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be instituted or continued with, the Company (or its officers, directors, representatives, agents, affiliates or associates), such notice to include the material terms communicated. 7.2. The Shareholder agrees, while this Agreement is in effect, to notify the Purchaser promptly of the number of any shares of Common Stock acquired by the Shareholder after the date hereof.