Common use of Certain Other Agreements Clause in Contracts

Certain Other Agreements. From the date of this Agreement ------------------------ until the earlier of the termination of this Agreement or the Effective Time, none of the Stockholders shall, and none of the Stockholders shall permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder to, directly or indirectly, (i) take any action to initiate, solicit, continue, encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of any offer or proposal with respect to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders shall (i) notify Parent promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, (ii) notify Parent promptly of any material change to any such Acquisition Proposal, indication or request and (iii) upon reasonable request by Parent, provide Parent with all material information about any such Acquisition Proposal, indication or request.

Certain Other Agreements. From the date of this Agreement ------------------------ until the earlier Each of the termination of this Agreement Shareholders will ------------------------ notify the Purchaser immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with such Shareholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, if any, in each case in connection with any Acquisition Proposal or Acquisition Proposal Interest (as such terms are defined in the Effective TimeMerger Agreement) indicating, none in connection with such notice, the name of the Stockholders shall, person indicating such Acquisition Proposal Interest and none the terms and conditions of any proposals or offers. Each of the Stockholders Shareholders agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal Interest. Such Shareholder agrees that it shall permit or authorize any advisor or representative retained by or acting for or keep Parent informed, on behalf a current basis, of the status and terms of any such Stockholder toAcquisition Proposal Interest. Such Shareholder agrees that it will not, directly or indirectly, : (i) initiate, solicit or encourage, or take any action to initiate, solicit, continue, encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of of, any offer or proposal with respect which constitutes or is reasonably likely to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or lead to any of its subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) in the event of an unsolicited written Acquisition Proposal engage in negotiationsnegotiations or discussions with, discussions or communications -------- regarding or disclose provide any information relating to the Company or data to, any person (other than Parent, any of its subsidiaries affiliates or afford access to representatives and except for information which has been previously publicly disseminated by the properties, books or records of the Company or any of its subsidiaries Company) relating to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders shall (i) notify Parent promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, (ii) notify Parent promptly of any material change to any such Acquisition Proposal, indication or request and (iii) upon reasonable request by Parent, provide Parent with all material information about any such Acquisition Proposal, indication or request.

Certain Other Agreements. From The Stockholder will notify the date of this Agreement ------------------------ until Purchaser immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the earlier Stockholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, if any, in each case in connection with any Acquisition Proposal or Acquisition Proposal Interest (as such terms are defined in the Merger Agreement) indicating, in connection with such notice, the name of the termination person indicating such Acquisition Proposal Interest and the terms and conditions of this Agreement any proposals or the Effective Timeoffers. The Stockholder agrees that it will immediately cease and cause to be terminated any existing activities, none discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal Interest. The Stockholder agrees that it shall keep Parent informed, on a current basis, of the Stockholders shallstatus and terms of any Acquisition Proposal Interest. The Stockholder agrees that it will not, and none of the Stockholders shall permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder towill use its best efforts to ensure that its officers, directors, employees, investment bankers, attorneys, accountants and other agents, if any, do not, directly or indirectly, : (i) initiate, solicit or encourage, or take any action to initiate, solicit, continue, encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of of, any offer or proposal with respect which constitutes or is reasonably likely to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries lead to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders shall (i) notify Parent promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, (ii) notify Parent promptly of enter into any material change agreement with respect to any such Acquisition Proposal, indication or request and (iii) upon reasonable request by in the event of an unsolicited written Acquisition Proposal engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, provide Parent with all material any of its affiliates or representatives and except for information about which has been previously publicly disseminated by the Company) relating to any such Acquisition Proposal, indication or request.

Certain Other Agreements. From (a) The Stockholder will notify the date of this Agreement ------------------------ until Purchaser immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the earlier Stockholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, in each case in connection with any Takeover Proposal or Takeover Proposal Interest (as such terms are defined in the Merger Agreement) indicating, in connection with such notice, the name of the termination person indicating such Takeover Proposal Interest and the terms and conditions of this Agreement any proposals or the Effective Timeoffers. The Stockholder agrees that it will immediately cease and cause to be terminated any existing activities, none discussions or negotiations with any parties conducted heretofore with respect to any Takeover Proposal Interest. The Stockholder agrees that it shall keep Parent informed, on a current basis, of the Stockholders shallstatus and terms of any Takeover Proposal Interest. The Stockholder agrees that it will not, and none of the Stockholders shall permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder towill use its best efforts to ensure that its officers, directors, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly, : (i) initiate, solicit or encourage, or take any action to initiate, solicit, continue, encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of of, any offer or proposal with respect which constitutes or is reasonably likely to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries lead to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders shall (i) notify Parent promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Takeover Proposal, (ii) notify Parent promptly of enter into any material change agreement with respect to any such Acquisition Takeover Proposal, indication or request and (iii) upon reasonable request by in the event of an unsolicited written Takeover Proposal engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, provide Parent with all material any of its affiliates or representatives and except for information about which has been previously publicly disseminated by the Company) relating to any such Acquisition Takeover Proposal, indication or request. The obligations provided for in this Section 8(a) shall become effective immediately following the execution and delivery of this Agreement by the parties hereto.

Certain Other Agreements. From the date of this Agreement ------------------------ until the earlier of the termination of this Agreement or the Effective Time, none of the Stockholders shall, and none of the Stockholders shall authorize or permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder to, directly or indirectly, (i) take any action to knowingly solicit, initiate, solicit, continue, facilitate or encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of any offer or proposal with respect to for a merger, reorganization, share exchange, consolidation, consolidation or other business combination, recapitalization, liquidation, dissolution or similar transaction combination involving the Company or any of its subsidiaries Subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries Subsidiaries or a substantial portion of the assets of the Company or any of its subsidiariesSubsidiaries, other than the transactions contemplated by the Merger Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) knowingly engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries Subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries Subsidiaries to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders shall (i) notify Parent promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries Subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries Subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, (ii) notify Parent promptly of any material change to any such Acquisition Proposal, indication or request and (iii) upon reasonable request by Parent, provide Parent with all material information about any such Acquisition Proposal, indication or request.

Certain Other Agreements. From (a) The Stockholder will notify the date of this Agreement ------------------------ until Purchaser immediately if any proposals are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with the earlier Stockholder or its officers, directors, employees, investment bankers, attorneys, accountants or other agents, in each case in connection with any Takeover Proposal or Takeover Proposal Interest (as such terms are defined in the Merger Agreement) indicating, in connection with such notice, the name of the termination person indicating such Takeover Proposal Interest and the terms and conditions of this Agreement any proposals or the Effective Timeoffers. The Stockholder agrees that it will immediately cease and cause to be terminated any existing activities, none discussions or negotiations with any parties conducted heretofore with respect to any Takeover Proposal Interest. The Stockholder agrees that it shall keep Parent informed, on a current basis, of the Stockholders shallstatus and terms of any Takeover Proposal Interest. The Stockholder agrees that it will not, and none of the Stockholders shall permit or authorize any advisor or representative retained by or acting for or on behalf of any such Stockholder towill use its best efforts to ensure that its officers, directors, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly, : (i) initiate, solicit or encourage, or take any action to initiate, solicit, continue, encourage or facilitate (including by way of furnishing or disclosing non-public information) any inquiries or the making of of, any offer or proposal with respect which constitutes or is reasonably likely to a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner, directly or indirectly, 15% or more of the shares of any class of voting securities of the Company or any of its subsidiaries or a substantial portion of the assets of the Company or any of its subsidiaries, other than the transactions contemplated by the Merger Agreement or by this Agreement (any of the foregoing being referred to as an "Acquisition ----------- Proposal"), or (ii) engage in negotiations, discussions or communications -------- regarding or disclose any information relating to the Company or any of its subsidiaries or afford access to the properties, books or records of the Company or any of its subsidiaries lead to any person, corporation, partnership or other entity or group (a "Potential Acquiror") that may be considering making, or has ------------------ made, an Acquisition Proposal or knowingly facilitate any effort or attempt to make or implement an Acquisition Proposal or accept an Acquisition Proposal. Each of the Stockholders shall (i) notify Parent promptly (and in any event within one business day) after receipt of any Acquisition Proposal (or any indication that any person is considering making an Acquisition Proposal) or any request for non-public information relating to the Company or any of its subsidiaries or for access to the properties, books or records of the Company or any of its subsidiaries by any person that may be considering making, or has made, an Acquisition Takeover Proposal, (ii) notify Parent promptly of enter into any material change agreement with respect to any such Acquisition Takeover Proposal, indication or request and (iii) upon reasonable request in the event of an unsolicited written Takeover Proposal engage in negotiations or discussions with, or provide any information or data to, any person (other than Parent, any of its affiliates or representatives and except for information which has been previously publicly disseminated by the Company) relating to any Takeover Proposal. The obligations provided for in this Section 8(a) shall become effective immediately following the execution and delivery of this Agreement by the parties hereto. (b) The Stockholder hereby agrees, if requested by Parent, provide to take all action necessary to waive compliance by the Company with the provisions of Section 1105 of the Indenture relating to the timely issuance of a notice of redemption prior to the Redemption Date (as defined in the Indenture) in connection with the Company's redemption of the Secured Notes, pursuant to Section 106 of the Indenture; provided, however, that Parent shall indemnify and hold the Stockholder harmless in connection with all material information about any such Acquisition Proposalthe foregoing; provided, indication or requestfurther that Parent's maximum liability in connection therewith shall be $14,500. SECTION 9.