Common use of Covenants of the Holders Clause in Contracts

Covenants of the Holders. In further consideration of the agreements of the Company contained in this Agreement, each Holder covenants with the Company as follows: (a) such Holder and its Affiliates (as defined in Rule 405 under the Securities Act) will hold, and will use their commercially reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, (i) the existence of this Agreement or any facts relating to the transaction contemplated by this Agreement and (ii) all confidential documents and information concerning the Company or any Guarantor furnished to such Holder or its Affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (A) previously known on a non-confidential basis by such Holder, (B) in the public domain through no fault of such Holder or (C) later lawfully acquired by such Holder from sources other than the Company or any Guarantor; provided that such Holder may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by such Holder of the confidential nature of such information and are directed by such Holder to treat such information confidentially. Each Holder shall be responsible for any failure to treat such information confidentially by such persons. The obligation of each Holder and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information and shall in any event expire six months from the Closing Date. If this Agreement is terminated, each Holder and its Affiliates will, and will use their commercially reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Holder or its Affiliates or on their behalf from the Company or any Guarantor in connection with this Agreement that are subject to such confidentiality provisions; (b) unless this Agreement is terminated in accordance with Section 7.04 hereof, such Holder will not pledge, sell, contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the Old Notes or any right or interest (voting or otherwise and including any participation interest) therein, except with the consent of the Company or pursuant to Section 1.02 hereof; and (c) such Holder will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement.

Covenants of the Holders. In further consideration of the agreements of the Company and XxXxxxx Holdings contained in this Agreement, each Holder covenants with the Company and XxXxxxx Holdings as follows: (a) in addition to the obligations contained in Section 7.11(b) of the Securities Purchase Agreement, such Holder and its Affiliates (as defined in Rule 405 under the Securities Act) will hold, and will use their commercially reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, (i) the existence of this Agreement or any facts relating to the transaction contemplated by this Agreement and (ii) all confidential documents and information concerning the Company or any Guarantor XxXxxxx Holdings furnished to such Holder or its Affiliates in connection with the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (A) previously known on a non-confidential nonconfidential basis by such Holder, (B) in the public domain through no fault of such Holder or (C) later lawfully acquired by such Holder from sources other than the Company or any GuarantorXxXxxxx Holdings; provided that such Holder may disclose such information (1) to another Holder, (2) to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by such Holder of the confidential nature of such information and are directed by such Holder to treat such information confidentially, (3) upon the request or demand of any governmental authority having jurisdiction over such Holder, (4) in response to any order of any court or other governmental authority or as may be required pursuant to any requirement of law or (5) in connection with the exercise of any remedy hereunder; provided further that Neon Capital Limited (“Neon”) may disclose such information to (i) the trustee with respect to the Neon Notes and (ii) to the beneficiaries of the security interest granted by Neon with respect to the Existing Preferred Stock. Each Holder shall be responsible for any failure to treat such information confidentially by such persons. The obligation of each Holder and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information and shall in any event expire six months from the Closing Date. If this Agreement is terminated, each Holder and its Affiliates will, and will use their commercially reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the CompanyCompany or XxXxxxx Holdings, upon request, all documents and other materials, and all copies thereof, obtained by such Holder or its Affiliates or on their behalf from the Company or any Guarantor XxXxxxx Holdings in connection with this Agreement that are subject to such confidentiality provisions; (b) unless this Agreement is terminated in accordance with Section 7.04 hereof, such Holder will not pledge, sell, contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the Old Notes or any right or interest (voting or otherwise and including any participation interest) therein, except with the consent of the Company or pursuant to Section 1.02 hereof; and (c) such Holder will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement; and (c) unless this Agreement is terminated in accordance with Section 7.05 hereof, until the Existing Preferred Stock is amended pursuant to the terms of this Agreement, such Holder will not pledge, sell, contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of the Existing Preferred Stock or any right or interest (voting or otherwise and including any participation interest) therein, except with the consent of the Company and XxXxxxx Holdings or pursuant to Section 1.02 hereof.

Covenants of the Holders. In further consideration of the agreements of the Company contained in this AgreementEach Holder, each Holder covenants with the Company severally and not jointly, agrees as follows: (a) Promptly (and not later than 15 business days after commencement of the Offer), such Holder will tender, in accordance with the terms of the Offer, all outstanding Shares beneficially owned by such Holder into the Offer and its Affiliates such Holder will not withdraw such Shares. If any Holder shall breach the foregoing sentence then, without limiting the remedies otherwise available to Parent, Parent shall have the option, exercisable by notice to such Holder, to purchase such Shares immediately following the closing of the Offer at the price per share paid in the Offer. (b) Such Holder shall not (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract (as defined below), option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any Shares to any person other than Parent or Parent's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to any Shares, or (iii) take any other action that would in Rule 405 under any way restrict, limit or interfere with the Securities Actperformance of its obligations hereunder or the transactions contemplated hereby; (c) will holdSuch Holder shall not, and will use their commercially reasonable efforts to shall cause their respective its affiliates and its and its affiliates' officers, directors, employees, investment bankers, financials advisors, attorneys, accountants, counsel, consultants, advisors representatives and agents to holdnot to, in confidence, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed or reasonably likely to make any representation or warranty of such Holder untrue or to facilitate, any inquiries or the existence making of this Agreement any proposal which constitutes, or may reasonably be expected to lead to, any facts relating to the transaction contemplated by this Agreement and Takeover Proposal, or (ii) all confidential documents and information concerning participate in any discussions or negotiations regarding any Takeover Proposal. Without limiting the Company or fore going, it is understood that any Guarantor furnished to such Holder or its Affiliates in connection with violation of the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (A) previously known on a non-confidential basis by such Holder, (B) restrictions set forth in the public domain through no fault preceding sentence by an investment banker, financial advisor, attorney, accountant or other representative or agent of such Holder or (C) later lawfully acquired by such Holder from sources other than the Company or any Guarantor; provided that such Holder may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by such Holder of the confidential nature of such information and are directed by such Holder to treat such information confidentially. Each Holder shall be responsible for any failure to treat such information confidentially by such persons. The obligation of each Holder and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information and shall in any event expire six months from the Closing Date. If this Agreement is terminated, each Holder and its Affiliates will, and will use their commercially reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Holder or its Affiliates or on their behalf from the Company or any Guarantor in connection with this Agreement that are subject to such confidentiality provisions; (b) unless this Agreement is terminated in accordance with Section 7.04 hereof, such Holder will not pledge, sell, contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the Old Notes or any right or interest (voting or otherwise and including any participation interest) therein, except with the consent of the Company or pursuant to Section 1.02 hereof; and (c) such Holder will use its commercially reasonable efforts to take, or cause deemed to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by a violation of this Agreement.Section 1(c)

Covenants of the Holders. In further consideration of the agreements of the Company contained in this Agreement, each Each Holder covenants hereby agrees (a) to cooperate with the Company as follows: (a) such Holder and its Affiliates (as defined in Rule 405 under the Securities Act) will hold, and will use their commercially reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, (i) the existence of this Agreement or any facts relating furnish to the transaction contemplated by this Agreement and (ii) Company all confidential documents and such information concerning the Company or any Guarantor furnished its plan of distribution and ownership interests with respect to such Holder or its Affiliates Registrable Shares in connection with the transactions contemplated by this Agreement, except preparation of a Registration Statement with respect to the extent that Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to deliver to the selling broker or to otherwise cause delivery of the Prospectus contained in such information can be shown Registration Statement (other than an Issuance Registration Statement) to have been (A) previously known on a non-confidential basis any purchaser of the shares covered by such HolderRegistration Statement from the Holder and (c) to indemnify the Company, (B) in the public domain through no fault of such Holder or (C) later lawfully acquired by such Holder from sources other than the Company or any Guarantor; provided that such Holder may disclose such information to its officers, directors, employees, accountantsagents, counselrepresentatives and affiliates, consultantsand each person, advisors if any, who controls the Company within the meaning of the Securities Act, and agents in each other person, if any, subject to liability because of his connection with the transactions contemplated by this Agreement so long as Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either such persons are informed by such Holder Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the confidential nature circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, its plan of distribution or its ownership interests, which was furnished to the Company by the Holder for use therein unless such information and are directed statement or omission was corrected in writing to the Company not less than three business days prior to the date of the final prospectus (as supplemented or amended, as the case may be) or (ii) the failure by such the Holder to treat such information confidentially. Each Holder shall be responsible for any failure to treat such information confidentially by such persons. The obligation of each Holder and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information and shall in any event expire six months from the Closing Date. If this Agreement is terminated, each Holder and its Affiliates will, and will use their commercially reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Holder selling broker or its Affiliates or on their behalf from the Company or any Guarantor in connection with this Agreement that are subject to such confidentiality provisions; (b) unless this Agreement is terminated in accordance with Section 7.04 hereof, such Holder will not pledge, sell, contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the Old Notes or any right or interest (voting or otherwise and including any participation interest) therein, except with the consent of the Company or pursuant to Section 1.02 hereof; and (c) such Holder will use its commercially reasonable efforts to take, or cause to be takendelivered the Prospectus contained in such Registration Statement (as amended or supplemented, all actions and if applicable) furnished by the Company to do, or cause the Holder to be done, all things necessary or desirable under applicable laws and regulations to consummate any purchaser of the transactions contemplated shares covered by this Agreementsuch Registration Statement from the Holder through no fault of the Company.

Covenants of the Holders. In further consideration of the agreements of the Company contained in this AgreementEach Holder, each Holder covenants with the Company severally and not jointly, agrees as follows: (a) Promptly (and not later than 15 business days after commencement of the Offer), such Holder will tender, in accordance with the terms of the Offer, all outstanding Shares beneficially owned by such Holder into the Offer and its Affiliates such Holder will not withdraw such Shares. If any Holder shall breach the foregoing sentence then, without limiting the remedies otherwise available to Parent, Parent shall have the option, exercisable by notice to such Holder, to purchase such Shares immediately following the closing of the Offer at the price per share paid in the Offer. (b) Such Holder shall not (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract (as defined below), option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any Shares to any person other than Parent or Parent's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to any Shares, or (iii) take any other action that would in Rule 405 under any way restrict, limit or interfere with the Securities Actperformance of its obligations hereunder or the transactions contemplated hereby; (c) will holdSuch Holder shall not, and will use their commercially reasonable efforts to shall cause their respective its affiliates and its and its affiliates' officers, directors, employees, investment bankers, financials advisors, attorneys, accountants, counsel, consultants, advisors representatives and agents to holdnot to, in confidence, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed or reasonably likely to make any representation or warranty of such Holder untrue or to facilitate, any inquiries or the existence making of this Agreement any proposal which constitutes, or may reasonably be expected to lead to, any facts relating to the transaction contemplated by this Agreement and Takeover Proposal, or (ii) participate in any discussions or negotiations regarding any Takeover Proposal. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by an investment banker, financial advisor, attorney, accountant or other representative or agent of any Holder shall be deemed to be a violation of this Section 1(c) by that Holder. If a Holder is a director of the Company, nothing in this Section 1(c) shall restrict actions of such Holder which actions are required by such Holder's fiduciary duties as a director of the Company. For purposes of this Agreement, the Company will not be deemed an affiliate of any Holder. (d) At any meeting of holders of securities of the Company called to vote upon the Merger and the Merger Agreement or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to the Merger and the Merger Agreement is sought, each Holder shall, including by initiating a written consent solicitation if requested by Parent (at Parent's expense), vote (or cause to be voted) all confidential documents of such Holder's Shares in favor of the Merger, the adoption of the Merger Agreement and information concerning the approval of the other transactions contemplated by the Merger Agreement and otherwise in such manner as may be necessary to consummate the Merger. At any meeting of Holders of the Company or at any adjournment thereof or in any other circumstances upon which the Holder's vote, consent or other approval is sought, such Holder shall vote (or cause to be voted) such Holder's Shares against (i) (other than the Merger Agreement and the Merger) any Takeover Proposal or any other, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or (ii) any amendment of the Company's Certificate of Incorporation or by-laws or other proposal or transaction involving the Company or any Guarantor furnished of its subsidiaries, which amendment or other proposal or transaction could reasonably be expected to such Holder or its Affiliates result in connection with the transactions contemplated by this Agreement, except any condition to the extent that such information can be shown to have been (A) previously known on a non-confidential basis by such Holder, (B) in the public domain through no fault of such Holder or (C) later lawfully acquired by such Holder from sources other than the Company or any Guarantor; provided that such Holder may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by such Holder of the confidential nature of such information and are directed by such Holder to treat such information confidentially. Each Holder shall be responsible for any failure to treat such information confidentially by such persons. The obligation of each Holder and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information and shall in any event expire six months from the Closing Date. If this Agreement is terminated, each Holder and its Affiliates will, and will use their commercially reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Holder or its Affiliates or on their behalf from the Company or any Guarantor in connection with this Agreement that are subject to such confidentiality provisions; (b) unless this Agreement is terminated in accordance with Section 7.04 hereof, such Holder will not pledge, sell, contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the Old Notes or any right or interest (voting or otherwise and including any participation interest) therein, except with the consent obligations of the Company or pursuant to Section 1.02 hereof; and (c) such Holder will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations of Parent to consummate the transactions contemplated by this Agreementthe Merger Agreement or could otherwise be reasonably be expected to in any manner impede, frustrate, prevent or nullify, the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement including any consent to the treatment of any Shares in or in connection with such transaction (collectively, "Frustrating Transactions").

Covenants of the Holders. In further consideration of the agreements of the Company contained in this Agreement, each Each Holder covenants hereby agrees (a) to cooperate with the Company as follows: (a) and to furnish to the Company all such Holder information concerning its plan of distribution and its Affiliates (as defined in Rule 405 under the Securities Act) will hold, and will use their commercially reasonable efforts ownership interests with respect to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, (i) the existence of this Agreement or any facts relating to the transaction contemplated by this Agreement and (ii) all confidential documents and information concerning the Company or any Guarantor furnished to such Holder or its Affiliates Registrable Shares in connection with the transactions contemplated by this Agreementpreparation of a Registration Statement with respect to such Holder's Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, except (b) to deliver or cause delivery of the extent that Prospectus contained in such information can be shown Registration Statement (other than an Issuance Registration Statement) to have been (A) previously known on a non-confidential basis any purchaser of the shares covered by such HolderRegistration Statement from the Holder and (c) to indemnify the Company, (B) in the public domain through no fault of such Holder or (C) later lawfully acquired by such Holder from sources other than the Company or any Guarantor; provided that such Holder may disclose such information to its officers, directors, employees, accountantsagents, counselrepresentatives and affiliates, consultantsand each person, advisors if any, who controls the Company within the meaning of the Securities Act, against any and agents all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (x) any untrue statement or alleged untrue statement of material fact contained in connection either such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with information regarding such Holder, its plan of distribution or its ownership interests, which was furnished to the transactions contemplated Company by this Agreement so long as such persons are informed by or on behalf of such Holder for use therein unless such statement or omission was corrected in a writing delivered to the Company not less than five (5) business days prior to the date of the confidential nature of such information and are directed final Prospectus (as supplemented or amended, as the case may be) or (y) the failure by such Holder to treat such information confidentially. Each Holder shall be responsible for any failure to treat such information confidentially by such persons. The obligation of each Holder and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information and shall in any event expire six months from the Closing Date. If this Agreement is terminated, each Holder and its Affiliates will, and will use their commercially reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Holder or its Affiliates or on their behalf from the Company or any Guarantor in connection with this Agreement that are subject to such confidentiality provisions; (b) unless this Agreement is terminated in accordance with Section 7.04 hereof, such Holder will not pledge, sell, contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the Old Notes or any right or interest (voting or otherwise and including any participation interest) therein, except with the consent of the Company or pursuant to Section 1.02 hereof; and (c) such Holder will use its commercially reasonable efforts to take, or cause to be taken, all actions and delivered the most current Prospectus furnished by the Company to do, or cause the Holder to be done, all things necessary or desirable under applicable laws and regulations to consummate any purchaser of the transactions contemplated shares covered by this Agreementsuch Registration Statement from such Holder.

Covenants of the Holders. In further consideration of the agreements of the Company contained in this AgreementEach Holder, each Holder covenants with the Company severally and not jointly, agrees as follows: (a) Promptly (and not later than 15 business days after commencement of the Offer), such Holder will tender, in accordance with the terms of the Offer, all outstanding Shares beneficially owned by such Holder into the Offer and its Affiliates such Holder will not withdraw such Shares. If any Holder shall breach the foregoing sentence then, without limiting the remedies otherwise available to Parent, Parent shall have the option, exercisable by notice to such Holder, to purchase such Shares immediately following the closing of the Offer at the price per share paid in the Offer. (b) Such Holder shall not (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract (as defined below), option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any Shares to any person other than Parent or Parent's designee, (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with respect to any Shares, or (iii) take any other action that would in Rule 405 under any way restrict, limit or interfere with the Securities Actperformance of its obligations hereunder or the transactions contemplated hereby; (c) will holdSuch Holder shall not, and will use their commercially reasonable efforts to shall cause their respective its affiliates and its and its affiliates' officers, directors, employees, investment bankers, financials advisors, attorneys, accountants, counsel, consultants, advisors representatives and agents to holdnot to, in confidence, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed or reasonably likely to make any representation or warranty of such Holder untrue or to facilitate, any inquiries or the existence making of this Agreement any proposal which constitutes, or may reasonably be expected to lead to, any facts relating to the transaction contemplated by this Agreement and Takeover Proposal, or (ii) all confidential documents and information concerning participate in any discussions or negotiations regarding any Takeover Proposal. Without limiting the Company or foregoing, it is understood that any Guarantor furnished to such Holder or its Affiliates in connection with violation of the transactions contemplated by this Agreement, except to the extent that such information can be shown to have been (A) previously known on a non-confidential basis by such Holder, (B) restrictions set forth in the public domain through no fault preceding sentence by an investment banker, financial advisor, attorney, accountant or other representative or agent of such Holder or (C) later lawfully acquired by such Holder from sources other than the Company or any Guarantor; provided that such Holder may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such persons are informed by such Holder of the confidential nature of such information and are directed by such Holder to treat such information confidentially. Each Holder shall be responsible for any failure to treat such information confidentially by such persons. The obligation of each Holder and its Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information and shall in any event expire six months from the Closing Date. If this Agreement is terminated, each Holder and its Affiliates will, and will use their commercially reasonable efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to, destroy or deliver to the Company, upon request, all documents and other materials, and all copies thereof, obtained by such Holder or its Affiliates or on their behalf from the Company or any Guarantor in connection with this Agreement that are subject to such confidentiality provisions; (b) unless this Agreement is terminated in accordance with Section 7.04 hereof, such Holder will not pledge, sell, contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the Old Notes or any right or interest (voting or otherwise and including any participation interest) therein, except with the consent of the Company or pursuant to Section 1.02 hereof; and (c) such Holder will use its commercially reasonable efforts to take, or cause deemed to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by a violation of this Agreement.Section 1(c)