Common use of Certain Covenants of the Shareholders Clause in Contracts

Certain Covenants of the Shareholders. Except in accordance with the terms of this Agreement, each Shareholder hereby covenants and agrees, severally and not jointly, as follows: (a) The Shareholder, solely in such Shareholder’s capacity as a shareholder of Parent, agrees not to, directly or indirectly, take any action that would violate Section 5.4 of the Merger Agreement; provided, the foregoing shall not serve to limit or restrict any actions taken by a Shareholder in any capacity other than as shareholder of Parent or to the extent such actions are permitted or required under Section 5 of the Merger Agreement. (b) The Shareholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the consummation of the Merger, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract or option with respect to the Transfer of any of the Shareholder’s Covered Shares, or (ii) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or materially delaying the Shareholder from or in performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Shareholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Shareholder who is an individual or (C) pursuant to community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 6(a) shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(a) with respect to the Shareholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder. (c) The Shareholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.

Certain Covenants of the Shareholders. Except in accordance with the terms of this Agreement, each Shareholder hereby covenants and agrees, severally and not jointly, as follows: (a) The ShareholderSubject to Section 7 hereof, solely in prior to the Termination Date, such Shareholder’s capacity as a shareholder of ParentShareholder shall not, agrees and shall cause its Affiliates and Subsidiaries not to, authorize its Representatives to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, take (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, approve, endorse, recommend, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) that would violate constitutes, or may reasonably be expected to result in or lead to, an ION Business Combination other than with the Company, the Company Shareholders and their respective Affiliates and Representatives (such offer, inquiry, proposal or indication of interest other than with the Company, the Company Shareholders and their respective Affiliates and Representatives, a “Sponsor Business Combination Proposal”); (ii) furnish or disclose any non-public information about ION to any Person in connection with, or that could reasonably be expected to lead to, a Sponsor Business Combination Proposal (except that such Shareholder shall be permitted to disclose non-public information about ION to its limited partners, members, or shareholders for the limited purpose of securing the corporate or other power and authority to execute and perform this Agreement, provided such Shareholder takes reasonable efforts to cause such Persons to comply with this Section 5.4 6(a)); (iii) enter into any Contract or other arrangement or understanding regarding a Sponsor Business Combination Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Such Shareholder shall (A) notify the Company promptly (and in any event within one Business Day) upon receipt by the Shareholder of any Sponsor Business Combination Proposal, and describe the material terms and conditions of any such Company Business Combination Proposal in reasonable detail (including the identity of the Persons making such Sponsor Business Combination Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications or other material developments with respect to such Company Business Combination Proposal or information. Such Shareholder also agrees that, immediately following the execution of this Agreement ,such Shareholder shall, and shall cause its Affiliates and Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Sponsor Business Combination Proposal. Notwithstanding anything in this Agreement to the contrary, (i) the Shareholders shall not be responsible for ION’s actions or for those of the board of directors of ION (or any committee thereof), any Subsidiary of ION, if any, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “ION Related Parties”), including with respect to any of the matters contemplated by this Section 6(a), (ii) the Shareholders make no representations or warranties with respect to the actions of any of the ION Related Parties and (iii) any breach by ION of its obligations under Section 6.09 of the Merger Agreement; provided, the foregoing Agreement shall not serve to limit be considered a breach of this Section 6(a) (it being understood for the avoidance of doubt that each Shareholder shall remain responsible for any breach by such Shareholder or restrict any actions taken by a Shareholder in any capacity its Representatives (other than as shareholder any such Representative that is an ION Related Party) of Parent or to the extent such actions are permitted or required under this Section 5 of the Merger Agreement6(a)). (b) The Each Shareholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the consummation of the Merger, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law Applicable Legal Requirements or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract Contract or option with respect to the Transfer of any of such Shareholder’s Covered Shares 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, with respect to any of such Shareholder’s Covered Shares, ; (ii) publicly announce any intention to effect any transaction specified in clause (i) or (iiiii) take any action that would make any representation or warranty of the such Shareholder contained herein untrue or incorrect or have the effect of preventing or materially delaying the disabling such Shareholder from or in performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Shareholder, such Shareholder (B) occurring by will, testamentary document or intestate succession upon the death of a Shareholder who is an individual or (C) pursuant to community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of the transferring Shareholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquiredAgreement; provided, further, that any Transfer permitted under this Section 6(a6(b) shall not relieve the transferring Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(a6(b) with respect to the transferring Shareholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder. (c) The Each Shareholder hereby authorizes the Company ION to maintain a copy of this Agreement at either the executive office or the registered office of ION. (d) Each Shareholder hereby acknowledges that it has read the Merger Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. Each Shareholder shall be bound by and comply with Section 6.05(a), Section 6.05(b) and Section 6.15(ii) of the Merger Agreement (and any relevant definitions contained in such sections) as if such Shareholder was an original signatory to the merger Agreement with respect to such provision. (e) Each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against any of the Company, ION or any of their respective successors or directors, challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Merger Agreement. (f) Each Shareholder that holds ION Class A Shares agrees not to demand that ION redeem any ION Class A Shares owned by it in connection with the transactions contemplated by the Merger Agreement.

Certain Covenants of the Shareholders. No Solicitation. Except in accordance with for the terms sale of the Shares to Buyer, from and after the date hereof and continuing until the termination of this Agreement, each Shareholder hereby covenants and agrees, severally and not jointly, as follows: (a) The Shareholder, solely in such Shareholder’s capacity as a shareholder of Parent, agrees not to, directly Agreement or indirectly, take any action that would violate Section 5.4 of the Merger Agreement; provided, the foregoing shall not serve to limit or restrict any actions taken by a Shareholder in any capacity other than as shareholder of Parent or to the extent such actions are permitted or required under Section 5 of the Merger Agreement. (b) The Shareholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the consummation of the Mergersale of the Shares to Buyer hereunder, (i) whichever first occurs, none of the Shareholders shall sell, transfer, pledge, encumber, assign, hedge, swap, convert hypothecate or otherwise dispose of (including by merger (including by conversion into securities any of the Shares now outstanding and none of the Shareholders shall grant any options or other consideration), by tendering into any tender or exchange offer, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”)rights to purchase, or enter into any contract or option with respect to the Transfer of agreements which would obligate any of the Shareholder’s Covered Shareholders to sell, or entitle any person or entity to acquire, any of such Shares, or any interest therein or rights thereunder, whether absolute or contingent. Each Shareholder agrees that such Shareholder will not, and the Shareholders shall cause the Company to not, directly or indirectly through any of its respective officers, directors, employees, representatives or agents, (i) solicit, initiate or encourage any inquiries or proposals (from any person or entity other than Buyer) that constitute, or could reasonably be expected to lead to, or accept, any proposal or offer for a merger, consolidation, reorganization, business combination, sale of substantial assets, sale of shares of capital stock (including, without limitation, by way of a tender offer), or the issuance of any new securities of the Company or any other transaction or series of transactions which could cause or result in a change of control of or any material change in the Company or the Business, or which could interfere in any manner, directly or indirectly, with the consummation of the transactions contemplated by this Agreement (any of the foregoing inquiries or proposals being referred to in this Agreement as an "Acquisition Proposal"), (ii) take engage in negotiations or discussions concerning, or provide any action that would make non-public information to any representation person or warranty of entity relating to or which could lead to or facilitate the Shareholder contained herein untrue making of, any Acquisition Proposal by any person or incorrect or have the effect of preventing or materially delaying the Shareholder from or in performing its obligations under this Agreement; providedentity other than Buyer, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Shareholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Shareholder who is an individual or (Ciii) pursuant to community property laws agree to, approve or divorce decree recommend any Acquisition Proposal. The Shareholders shall notify the Buyer immediately (each, a “Permitted Transfer”); provided, further, that and no later than 24 hours) after receipt by the Company or such Shareholder (or by any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance of their advisors) of any written bona fide Acquisition Proposal or any written request for nonpublic information or for access to the Companyproperties, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 6(a) shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(a) with respect to the Shareholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct books or indirect transfers of equity or other interests in a Shareholder. (c) The Shareholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office records of the Company. Such notice to Buyer shall be made orally and in writing and shall indicate in reasonable detail the identity of the person or entity making such Proposal or request and the terms and conditions of such proposal, inquiry or contact.

Certain Covenants of the Shareholders. Except in accordance with the terms of this Agreement, each Shareholder hereby covenants and agrees, severally and not jointly, agrees as follows: (a) The ShareholderEach Shareholder hereby agrees, solely prior to the Second Closing Date, not to (except in such Shareholder’s capacity as a shareholder of Parenteach case pursuant to the Business Combination Agreement), agrees not to, (i) directly or indirectly, take any action that would violate Section 5.4 of the Merger Agreement; provided, the foregoing shall not serve to limit or restrict any actions taken by a Shareholder in any capacity other than as shareholder of Parent or to the extent such actions are permitted or required under Section 5 of the Merger Agreement. (b) The Shareholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the consummation of the Merger, (ia) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or (b) enter into any contract Contract or option with respect to the Transfer of of, any of the such Shareholder’s Covered Shares, or (ii) publicly announce any intention to effect any transaction specified in clauses (a) or (b), or (iii) take any action that would make any representation or warranty of the such Shareholder contained herein untrue or incorrect or have the effect of preventing or materially delaying the disabling such Shareholder from or in performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Shareholder, Shareholder or to another Shareholder of the Company that is a party to this Agreement and bound by the terms and obligations hereof (B) occurring by will, testamentary document or intestate succession upon the death of a Shareholder who is an individual or (C) pursuant to community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the CompanyAcquiror, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquiredAgreement; provided, further, that any Transfer permitted under this Section 6(a5(b) shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(a5(b) with respect to the Shareholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder. (c) The Shareholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.

Certain Covenants of the Shareholders. Except in accordance with the terms of this Agreement, each Shareholder hereby covenants and agrees, severally and not jointly, as follows: (a) The ShareholderSubject to Section 7 hereof, solely in prior to the Termination Date, such Shareholder’s capacity as a shareholder of ParentShareholder shall not, agrees and shall cause its Affiliates and Subsidiaries not to, authorize its Representatives to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, take (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, approve, endorse, recommend, discuss or negotiate, directly or indirectly, any action inquiry, proposal or offer (written or oral) that would violate constitutes, or may reasonably be expected to result in or lead to, an ION Business Combination other than with the Company, the Company Shareholders and their respective Affiliates and Representatives (such offer, inquiry, proposal or indication of interest other than with the Company, the Company Shareholders and their respective Affiliates and Representatives, a “Sponsor Business Combination Proposal”); (ii) furnish or disclose any non-public information about ION to any Person in connection with, or that could reasonably be expected to lead to, a Sponsor Business Combination Proposal (except that such Shareholder shall be permitted to disclose non-public information about ION to its limited partners, members, or shareholders for the limited purpose of securing the corporate or other power and authority to execute and perform this Agreement, provided such Shareholder takes reasonable efforts to cause such Persons to comply with this Section 5.4 ‎6(a)); (iii) enter into any Contract or other arrangement or understanding regarding a Sponsor Business Combination Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Such Shareholder shall (A) notify the Company promptly (and in any event within one Business Day) upon receipt by the Shareholder of any Sponsor Business Combination Proposal, and describe the material terms and conditions of any such Company Business Combination Proposal in reasonable detail (including the identity of the Persons making such Sponsor Business Combination Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications or other material developments with respect to such Company Business Combination Proposal or information. Such Shareholder also agrees that, immediately following the execution of this Agreement ,such Shareholder shall, and shall cause its Affiliates and Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Sponsor Business Combination Proposal. Notwithstanding anything in this Agreement to the contrary, (i) the Shareholders shall not be responsible for ION’s actions or for those of the board of directors of ION (or any committee thereof), any Subsidiary of ION, if any, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “ION Related Parties”), including with respect to any of the matters contemplated by this Section ‎6(a), (ii) the Shareholders make no representations or warranties with respect to the actions of any of the ION Related Parties and (iii) any breach by ION of its obligations under Section 6.09 of the Merger Agreement; provided, the foregoing Agreement shall not serve to limit be considered a breach of this Section ‎6(a) (it being understood for the avoidance of doubt that each Shareholder shall remain responsible for any breach by such Shareholder or restrict any actions taken by a Shareholder in any capacity its Representatives (other than as shareholder any such Representative that is an ION Related Party) of Parent or to the extent such actions are permitted or required under this Section 5 of the Merger Agreement6(a)). (b) The Each Shareholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the consummation of the Merger, (i) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law Applicable Legal Requirements or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract Contract or option with respect to the Transfer of any of such Shareholder’s Covered Shares 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, with respect to any of such Shareholder’s Covered Shares, ; (ii) publicly announce any intention to effect any transaction specified in clause (i) or (iiiii) take any action that would make any representation or warranty of the such Shareholder contained herein untrue or incorrect or have the effect of preventing or materially delaying the disabling such Shareholder from or in performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Shareholder, such Shareholder (B) occurring by will, testamentary document or intestate succession upon the death of a Shareholder who is an individual or (C) pursuant to community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of the transferring Shareholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquiredAgreement; provided, further, that any Transfer permitted under this Section 6(a‎6(b) shall not relieve the transferring Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(a6(b) with respect to the transferring Shareholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder. (c) The Each Shareholder hereby authorizes the Company ION to maintain a copy of this Agreement at either the executive office or the registered office of ION. (d) Each Shareholder hereby acknowledges that it has read the Merger Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. Each Shareholder shall be bound by and comply with Section 6.05(a), Section 6.05(b) and Section 6.15(ii) of the Merger Agreement (and any relevant definitions contained in such sections) as if such Shareholder was an original signatory to the merger Agreement with respect to such provision. (e) Each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against any of the Company, ION or any of their respective successors or directors, challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or alleging a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Merger Agreement. (f) Each Shareholder that holds ION Class A Shares agrees not to demand that ION redeem any ION Class A Shares owned by it in connection with the transactions contemplated by the Merger Agreement.

Certain Covenants of the Shareholders. Except in accordance with the terms of this Agreement, each Shareholder hereby covenants and agrees, severally and not jointly, agrees as follows: (a) The ShareholderEach Shareholder hereby agrees, solely prior to the Second Closing Date, not to (except in such Shareholder’s capacity as a shareholder of Parenteach case pursuant to the Business Combination Agreement), agrees not to, (i) directly or indirectly, take any action that would violate Section 5.4 of the Merger Agreement; provided, the foregoing shall not serve to limit or restrict any actions taken by a Shareholder in any capacity other than as shareholder of Parent or to the extent such actions are permitted or required under Section 5 of the Merger Agreement. (b) The Shareholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the consummation of the Merger, (ia) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or (b) enter into any contract Contract or option with respect to the Transfer of of, any of the such Shareholder’s Covered Shares, or (ii) publicly announce any intention to effect any transaction specified in clauses (a) or (b), or (iii) take any action that would make any representation or warranty of the such Shareholder contained herein untrue or incorrect or have the effect of preventing or materially delaying the disabling such Shareholder from or in performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Shareholder, Shareholder or to another Shareholder of the Company that is a party to this Agreement and bound by the terms and obligations hereof (B) occurring by will, testamentary document or intestate succession upon the death of a Shareholder who is an individual or (C) pursuant to community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the CompanyAcquiror, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 6(a) shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(a) with respect to the Shareholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder. (cb) The Each Shareholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.

Certain Covenants of the Shareholders. Except (a) During the period from the date of this Agreement to the Closing Date, each of the Target Entities will (and each of the Shareholders will cause it to) conduct its business and operations according to its ordinary course of business and use its reasonable business efforts (i) to preserve its relationships with its employees and clients and with the Agencies, (ii) to maintain its Licenses and its contracts with third party payers and clients in full force and effect in accordance with their terms and (iii) to continue to provide its services to such third party payers and clients. Without limiting the generality of the foregoing, except as otherwise expressly contemplated by this Agreement, prior to the Closing Date, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, none of the Target Entities will do any of the things listed in paragraphs (a) through (l) of Section 5.8 hereof. (b) Between the date hereof and the Closing Date, each of the Target Entities shall (and each of the Shareholders will cause it to) provide, upon reasonable advance notice during normal business hours, access by representatives of Purchaser to the financial, accounting and legal records of all of the Target Entities, and to key employees of each of the Target Entities designated by Purchaser and, in connection therewith, shall permit representatives of Purchaser, upon reasonable advance notice during normal business hours, to visit and inspect the Facilities. Such activities shall be performed, so far as is reasonably possible, in such a manner as to avoid disruption of normal operations. (c) Between the date hereof and the Closing Date, except in the ordinary course of business, consistent with past practices, neither any of the Target Entities, any of the Related Lessors nor any of the Shareholders nor any affiliate thereof shall enter into any transaction, make any agreement or commitment, or take any action, which would result in the representations, warranties or covenants of the Shareholders contained in this Agreement not being true and correct in all Material Respects. (d) Between the date hereof and the Closing Date, each of the Target Entities and the Shareholders shall cooperate in good faith with Purchaser, including the filing and submission of all necessary and appropriate applications and documents, in order to obtain all applicable governmental, regulatory and third party authorizations, consents, waivers and approvals required or necessary in order to consummate the transactions contemplated by this Agreement (including but not limited to any approval required under the HSR Act). The Shareholders will use their reasonable business efforts to cause the Company to make any necessary filing on or before February 13, 1998 to secure approval (or early termination of the waiting period) under the HSR Act. (e) Between the date hereof and the Closing Date, none of the Shareholders shall permit any of the Target Entities, except as required by GAAP and subject to appropriate year-end adjustments, (i) to utilize accounting principles different from those used in the preparation of the Historical Financial Statements and the Closing Financial Statements, (ii) change in any manner its method of maintaining its books of account and records from such methods as reflected in the Historical Financial Statements and the Closing Financial Statements, or (iii) accelerate booking of revenues or the deferral of expenses. (f) At the election of Purchaser, Purchaser may cause the Target Entities to terminate the Plans described on Schedule 7.1(f) hereto or merge any of such Plans with comparable plans of Purchaser. No family member of any Shareholder, nor any other officer or director of the Target Entities shall make any claim for unemployment compensation relating to their employment (if any) by the Target Entities. (g) Prior to the Effective Time, the Shareholders shall cause each of the Target Entities to maintain the Supplies at levels which are consistent with the conduct of the respective Company Operations conducted by such Target Entity in the ordinary course of business (which in all cases shall be in compliance with applicable federal, state and local law and as required for the provision of services in accordance with applicable rules of the Agencies) and shall not sell or remove any Personal Property, modify or terminate any Facility Lease, Program Agreement or Contract (except as expressly provided herein), move or discharge any client, or terminate the provision of services to any client after the date hereof except in the ordinary course of business consistent with past practices. (h) The Shareholders shall cause each of the Target Entities to continue the Company Operations between the date hereof and the Effective Time in accordance with the terms same standards of this Agreementcare and diligence historically applied thereto (which in all events shall be in compliance with the standards under the Program Agreements and in material compliance with all applicable federal, each Shareholder hereby covenants state and agrees, severally local law and not jointly, as follows:the rules and regulations of the Agencies) and maintain the Facilities and the Personal Property in the same condition and repair (reasonable wear and tear excepted). (ai) The ShareholderUntil (i) April 15, solely in 1998, or (ii) for any time period for which the Closing is extended, or (iii) for such Shareholder’s capacity as a shareholder of Parentshorter period if this Agreement is mutually terminated, agrees not toneither the Company, any Shareholder nor any director, officer or affiliate thereof shall directly or indirectly solicit, encourage or authorize any person or entity to solicit, directly or indirectly, take any action that would violate Section 5.4 inquiries or proposals from any other person or entity relating to the sale, lease or sublease of, or management of, any of the Merger Agreement; providedCompany Operations, any sale of, or other business combination relating to, the foregoing capital stock, business or assets of any Target Entity or the relinquishment or transfer of the Licenses, and neither the Company, any Shareholder nor any director or officer of the Company shall not serve to limit engage in discussions or restrict negotiations of any actions taken by a Shareholder in nature with any capacity party other than as shareholder Purchaser regarding any of Parent or to the extent such actions are permitted or required under Section 5 of the Merger Agreementmatters. (bj) The Shareholder hereby agrees not to, directly or indirectly, prior Prior to the Termination DateClosing, except in connection with the consummation Shareholders shall cause to be delivered to Purchaser the consolidated audited financial statements of the MergerTarget Entities for the year ended December 31, (i) sell1997, transferprepared by the Company CPA, pledgewhich audited financial statements shall not reflect any accruals, encumber, assign, hedge, swap, convert reserves or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract or option with respect to the Transfer of any liabilities which are in excess of the Shareholder’s Covered Shares, or (ii) take any action that would make any representation or warranty amounts reflected in the Closing Financial Statements and which shall reflect a consolidated tangible net worth of not materially less than the Shareholder contained herein untrue or incorrect or have consolidated tangible net worth reflected in the effect of preventing or materially delaying the Shareholder from or in performing its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer (A) to an Affiliate of the Shareholder, (B) occurring by will, testamentary document or intestate succession upon the death of a Shareholder who is an individual or (C) pursuant to community property laws or divorce decree (each, a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement in respect of the Covered Shares so Transferred and any Covered Shares subsequently acquired; provided, further, that any Transfer permitted under this Section 6(a) shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 6(a) with respect to the Shareholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a ShareholderClosing Financial Statements. (c) The Shareholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.