Common use of Covenants of the Shareholders Clause in Contracts

Covenants of the Shareholders. During the period from the date hereof through the Closing Date, each Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholders. During Each of the period from Shareholders covenants and agrees with the other parties hereto that, until the earlier of the Closing Date and the date hereof through the Closing Dateupon which this Agreement is terminated in accordance with Article VII, each Shareholder agrees tosubject to Section 9.01, it will: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it in a timely and expeditious manner, provide such information with respect to the transactions contemplated by Shareholder as the Agreement, and shall cooperate promptly with, and furnish information to, Purchase Purchaser may reasonably require in connection with any requirements imposed upon Purchaser or upon any the preparation of its affiliates in connection therewith or herewiththe Disclosure Documents with respect to the Transaction and as may be necessary to comply with applicable laws and the policies of the CSE; (b) use its reasonable best efforts enter into such escrow arrangements in respect of the Payment Shares as may be required in accordance with applicable securities laws and/or the policies of the CSE; (c) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to obtain a third party for which a waiver cannot be obtained (and to cooperate with Purchaser provided that in obtaining) any consent, authorization or approval of, or exemption by, any Person such circumstance the Shareholder will be required to be obtained disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or made other document or communication delivered, filed or received by such Shareholder in connection with or related to the transactions Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting, the Transaction as contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreementherein; (d) promptly advise Purchase orally anduse commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, within three or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction, including using commercially reasonable efforts to: (3i) business days thereafter, effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effectconnection with the Transaction; and (ii) fulfil all conditions and satisfy all provisions of this Agreement and the Transaction; (e) deliver subject to Purchaser prior applicable laws, not take any action, refrain from taking any action, or permit any action to the Closing a written statement disclosing any untrue statement in be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction ; and (f) not encumber in any Schedule hereto (or supplement thereto) or document furnished pursuant heretomanner the Purchased Shares and ensure that at the Time of Closing the Purchased Shares are free and clear of all Liens, or any omission to state any material fact required to make the statements herein or therein contained complete charges, mortgages, security interests, pledges, demands, claims and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementother encumbrances whatsoever.

Covenants of the Shareholders. (a) During the period from beginning on the date hereof through of this Agreement and ending on the Closing Dateearlier of (x) the Effective Time and (y) the termination of the Merger Agreement in accordance with its terms (the “Agreement Period”), each Shareholder hereby agrees to: (ai) comply promptly be present, in person or represented by proxy, at each meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the shareholders of the Company, however called, so that all of such Shareholder’s Schedule A Shares and all of the other shares of Company Common Stock and other shares of capital stock of the Company that such Shareholder becomes entitled to vote after the date of this Agreement (together with all requirements that applicable Legal Requirements the Schedule A Shares, the “Shares") may impose upon it be counted for purposes of determining the presence of a quorum at such meeting; (ii) at each such meeting, and at any adjournment or postponement thereof, vote (and in connection with any solicitation for a written consent, timely execute and deliver a written consent with respect to) the Shares to: (A) approve and adopt the Merger Agreement and all agreements related to the Merger and any action required in furtherance thereof; and (B) without limitation of the preceding clause (A), approve any proposal to adjourn or postpone the Company Shareholders Meeting to a later date if there are not sufficient votes for approval and adoption of the Merger Agreement on the date on which the Company Shareholders Meeting is held; and (iii) at each such meeting, and at any adjournment or postponement thereof, vote against (and in connection with any solicitation for a written consent, withhold and not grant such Shareholder’s consent with respect to): (A) any action or agreement that would reasonably be expected to frustrate the purposes of, impede, hinder, interfere with, or prevent or delay the consummation of the transactions contemplated by the AgreementMerger Agreement and (B) any Acquisition Proposal (other than the Merger) and any action required in furtherance thereof. (b) During the Agreement Period, and shall cooperate promptly each Shareholder will not, directly or indirectly: (i) solicit or initiate the making of, or take any other action to knowingly facilitate any inquiries or the making of any proposal that constitutes or may reasonably be expected to lead to, any Acquisition Proposal; (ii) participate in any way in discussions or negotiations with, and or furnish or disclose any information to, Purchase any Person (other than Parent or any of its Representatives) in connection with any requirements imposed upon Purchaser Acquisition Proposal; or upon (iii) publicly announce that he, she or it is considering approving or recommending any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected therebyAcquisition Proposal; provided, however, that, prior to the No-Shop Period Start Time, a Shareholder that is an entity may, at the request of the Board of Directors of the Company, take any action that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement Company is permitted to take pursuant to Section 9.1(c5.6(a) hereof at of the Merger Agreement if and for so long as the Acquisition Proposal Obligations are satisfied. Each Shareholder agrees to notify Parent promptly (but in no event later than one Business Day) after receipt by such Shareholder (in its capacity as such) of any time at Acquisition Proposal or prior of any request for information relating to the Closing Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any Person that such Shareholder reasonably believes is seeking to make, or has made, an Acquisition Proposal. Notwithstanding anything in respect this Section 1(b) to the contrary (and without limitation of the proviso in the first sentence of this Section 1.(b)), in the event that the Board of Directors of the Company is permitted to engage in negotiations or discussions with any original untrue Person who made an unsolicited bona fide written Acquisition Proposal in accordance with Section 5.6 of the Merger Agreement, each Shareholder shall be permitted, at the request of the Board of Directors of the Company, to respond to inquiries from, and discuss such Acquisition Proposal with, the Board of Directors of the Company. Notwithstanding anything in this Agreement to the contrary, this Section 1(b) shall not be construed to limit acts taken by any Shareholder who is an individual in his or misleading statementher capacity as an officer or director of the Company that do not violate any of the provisions of Section 5.6 of the Merger Agreement. (c) During the Agreement Period, each Shareholder will not, and he, she or it will not cause, suffer or permit any of his, her or its Affiliates to, enter into any Short Sales (as defined below).

Covenants of the Shareholders. During the period from the date hereof through the Closing Date, each Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase Parent in connection with any requirements imposed upon Purchaser Parent or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser Parent in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase Parent orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser Parent prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser Parent from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholders. During the period from ----------------------------- commencing on the date hereof and continuing through the Closing Date, each Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the this Agreement, and shall cooperate promptly with, and furnish information to, Purchase Buyer in connection with any such requirements imposed upon Purchaser Buyer or upon any of its affiliates Affiliates in connection therewith or herewith; (b) use its his reasonable best efforts to obtain (and to cooperate with Purchaser Buyer in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder the Company or the Shareholder, as applicable, in connection with the transactions contemplated by this Agreement; (c) use its his reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 6.01 of this Agreement; (d) promptly advise Purchase Buyer orally and, within three (3) business days Business Days thereafter, in writing of any change in such the Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser Buyer prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that -------- ------- the disclosure of such untrue statement or omission shall not prevent Purchaser Buyer from terminating this Agreement pursuant to Section 9.1(c9.01(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholders. During Each of the period from Shareholders covenants and agrees with the other parties hereto that, until the earlier of the Closing Date and the date hereof through the Closing Date, each Shareholder agrees toupon which this Agreement is terminated in accordance with Article VII it will: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it in a timely and expeditious manner, provide such information with respect to the transactions contemplated by Shareholder as the Agreement, and shall cooperate promptly with, and furnish information to, Purchase Purchaser may reasonably require in connection with any requirements imposed upon Purchaser or upon any the preparation of its affiliates in connection therewith or herewiththe Disclosure Document with respect to the Transaction and as may be necessary to comply with applicable laws and the policies of the CSE; (b) use its reasonable best efforts deliver such documents as may be required by applicable corporate and securities laws or the policies of the CSE in connection with the Transaction, including any personal information form or other documents required by the CSE; (c) enter into such escrow arrangements in respect of the Payment Shares as may be required in accordance with the policies of the CSE; (d) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to obtain a third party for which a waiver cannot be obtained (and to cooperate with Purchaser provided that in obtaining) any consent, authorization or approval of, or exemption by, any Person such circumstance the Shareholder will be required to be obtained disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or made other document or communication delivered, filed or received by such Shareholder in connection with or related to the transactions Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting, the Transaction as contemplated by this Agreementherein; (ce) use its reasonable best efforts subject to bring about applicable laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the satisfaction consummation of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse EffectTransaction; and (ef) deliver to Purchaser prior to not encumber in any manner the Purchased Shares and ensure that at the Time of Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant heretothe Purchased Shares are free and clear of all liens, or any omission to state any material fact required to make the statements herein or therein contained complete charges, mortgages, security interests, pledges, demands, claims and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementother encumbrances whatsoever.

Covenants of the Shareholders. During the period from the date hereof through the Closing Date, each Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser Acquiror or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser Acquiror in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 SECTION 11.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser Acquiror prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; providedPROVIDED, howeverHOWEVER, that the disclosure of such untrue statement or omission shall not prevent Purchaser Acquiror from terminating this Agreement pursuant to Section 9.1(cSECTION 12.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholders. During Each of the period from Shareholders covenants and agrees with the other parties hereto that, until the earlier of the Closing Date and the date hereof through the Closing Dateupon which this Agreement is terminated in accordance with Article VII, each Shareholder agrees tosubject to Section 9.01, it will: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it in a timely and expeditious manner, provide such information with respect to the transactions contemplated by Shareholder as the Agreement, and shall cooperate promptly with, and furnish information to, Purchase Purchaser may reasonably require in connection as may be necessary to comply with any requirements imposed upon Purchaser or upon any applicable laws and the policies of its affiliates in connection therewith or herewiththe OTC; (b) use its reasonable best efforts enter into such escrow arrangements in respect of the Payment Shares as may be required in accordance with applicable securities laws and/or the policies of the OTC; (c) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to obtain a third party for which a waiver cannot be obtained (and to cooperate with Purchaser provided that in obtaining) any consent, authorization or approval of, or exemption by, any Person such circumstance the Shareholder will be required to be obtained disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or made other document or communication delivered, filed or received by such Shareholder in connection with or related to the transactions Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting, the Transaction as contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreementherein; (d) promptly advise Purchase orally anduse commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, within three or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction, including using commercially reasonable efforts to: (3i) business days thereafter, effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effectconnection with the Transaction; and (ii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction; (e) deliver subject to Purchaser prior applicable laws, not take any action, refrain from taking any action, or permit any action to the Closing a written statement disclosing any untrue statement in be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction ; and (f) not encumber in any Schedule hereto (or supplement thereto) or document furnished pursuant heretomanner the Purchased Shares and ensure that at the Time of Closing the Purchased Shares are free and clear of all Liens, or any omission to state any material fact required to make the statements herein or therein contained complete charges, mortgages, security interests, pledges, demands, claims and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementother encumbrances whatsoever.

Covenants of the Shareholders. During the period from the date hereof through the Closing Date, each Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser Acquiror or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser Acquiror in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 11.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser Acquiror prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser Acquiror from terminating this Agreement pursuant to Section 9.1(c12.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholders. During the period from the date hereof through the Closing Date, each Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; providedPROVIDED, howeverHOWEVER, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholders. During Each of the period from Shareholders covenants and agrees with the other parties hereto that, until the earlier of the Closing Date and the date hereof through the Closing Dateupon which this Agreement is terminated in accordance with Article VII, each Shareholder agrees tosubject to Section 8.01, it will: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it in a timely and expeditious manner, provide such information with respect to the transactions contemplated by Shareholder as the Agreement, and shall cooperate promptly with, and furnish information to, Purchase Purchaser may reasonably require in connection with any requirements imposed upon Purchaser or upon any the preparation of its affiliates in connection therewith or herewiththe Listing Statement with respect to the Listing and as may be necessary to comply with applicable laws and the policies of the CSE; (b) use its reasonable best efforts enter into such escrow arrangements in respect of the Payment Shares as may be required in accordance with applicable securities laws and/or the policies of the CSE; (c) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to obtain a third party for which a waiver cannot be obtained (and to cooperate with Purchaser provided that in obtaining) any consent, authorization or approval of, or exemption by, any Person such circumstance the Shareholder will be required to be obtained disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or made other document or communication delivered, filed or received by such Shareholder in connection with or related to the transactions Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting, the Transaction as contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreementherein; (d) promptly advise Purchase orally anduse commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, within three or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction, including using commercially reasonable efforts to fulfil all conditions and satisfy all provisions of this Agreement and the Transaction; (3e) business days thereaftersubject to applicable laws, in writing not take any action, refrain from taking any action, or permit any action to be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of any change in such Company's business or condition that has had or may have a Material Adverse Effectthe Transaction; and (ef) deliver to Purchaser prior to not encumber in any manner the Purchased Shares and ensure that at the Time of Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant heretothe Purchased Shares are free and clear of all Liens, or any omission to state any material fact required to make the statements herein or therein contained complete charges, mortgages, security interests, pledges, demands, claims and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementother encumbrances whatsoever.

Covenants of the Shareholders. During Each of the period from Shareholders covenants and agrees with the other parties hereto that, until the earlier of the Closing Date and the date hereof through the Closing Date, each Shareholder agrees toupon which this Agreement is terminated in accordance with Article VIII it will: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it in a timely and expeditious manner, provide such information with respect to the transactions contemplated by Shareholder as the Agreement, and shall cooperate promptly with, and furnish information to, Purchase Purchaser may reasonably require in connection with the preparation of any requirements imposed upon Purchaser or upon any regulatory filing with respect to the Transaction and as may be necessary to comply with applicable laws and the policies of its affiliates in connection therewith or herewiththe CSE; (b) use its reasonable best efforts deliver such documents as may be required by applicable corporate and securities laws or the policies of the CSE in connection with the Transaction, including any personal information form or other documents required by the CSE; (c) enter into such escrow arrangements in respect of the Consideration Securities as may be required in accordance with the policies of the CSE; (d) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to obtain a third party for which a waiver cannot be obtained (and to cooperate with Purchaser provided that in obtaining) any consent, authorization or approval of, or exemption by, any Person such circumstance the Shareholder will be required to be obtained disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or made other document or communication delivered, filed or received by such Shareholder in connection with or related to the transactions Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting, the Transaction as contemplated by this Agreementherein; (ce) use its reasonable best efforts subject to bring about applicable laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the satisfaction consummation of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse EffectTransaction; and (ef) deliver to Purchaser prior to not encumber in any manner the Purchased Securities and ensure that at the Time of Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant heretothe Purchased Securities are free and clear of all liens, or any omission to state any material fact required to make the statements herein or therein contained complete charges, mortgages, security interests, pledges, demands, claims and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementother encumbrances whatsoever.

Covenants of the Shareholders. During the period from the date hereof through the Closing Date, each Majority Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase Purchaser in connection with any requirements imposed upon Purchaser or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase Purchaser orally and, within three (3) business days thereafter, in writing of any change in such Company's Company"s business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c9.1(b) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholders. During Each of the period from Shareholders covenants and agrees with the other Parties hereto that, until the earlier of the Closing Date and the date hereof through the Closing Dateupon which this Agreement is terminated in accordance with Article VIII, each Shareholder agrees tosubject to Section 10.01, it will: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it in a timely and expeditious manner, provide such information with respect to the transactions contemplated by Shareholder as the Agreement, and shall cooperate promptly with, and furnish information to, Purchase Purchaser may reasonably require in connection with any requirements imposed upon Purchaser the preparation of the Listing Statement or upon any Prospectus with respect to the Transaction and as may be necessary to comply with Applicable Laws and the policies of its affiliates in connection therewith or herewith;the CSE (b) use its reasonable best efforts enter into such escrow arrangements in respect of the Payment Shares as may be required in accordance with applicable securities laws and/or the policies of the CSE; (c) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to obtain a third party for which a waiver cannot be obtained (and to cooperate with Purchaser provided that in obtaining) any consent, authorization or approval of, or exemption by, any Person such circumstance the Shareholder will be required to be obtained disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or made other document or communication delivered, filed or received by such Shareholder in connection with or related to the transactions Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting, the Transaction as contemplated by this Agreement; herein (c) use its reasonable best efforts to bring about the satisfaction other than in respect of an Alternative Transaction, in which case a summary of the conditions precedent to Closing set forth in Section 8.1 of this Agreementmaterial terms may be provided); (d) promptly advise Purchase orally anduse commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, within three or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable laws to complete the Transaction, including using commercially reasonable efforts to: (3i) business days thereafter, effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effectconnection with the Transaction; and (ii) fulfill all conditions and satisfy all provisions of this Agreement and the Transaction; (e) deliver subject to Purchaser prior Applicable Laws or as otherwise authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to the Closing a written statement disclosing any untrue statement in be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction; and (f) not encumber in any Schedule hereto (or supplement thereto) or document furnished pursuant heretomanner the Purchased Shares and ensure that at the Time of Closing the Purchased Shares are free and clear of all Liens, or any omission to state any material fact required to make the statements herein or therein contained complete charges, mortgages, security interests, pledges, demands, claims and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementother encumbrances whatsoever.

Covenants of the Shareholders. During the period from commencing on the date hereof and continuing through the Closing Date, each Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the this Agreement, and shall cooperate promptly with, and furnish information to, Purchase Buyer in connection with any such requirements imposed upon Purchaser Buyer or upon any of its affiliates Affiliates in connection therewith or herewith; (b) use its his reasonable best efforts to obtain (and to cooperate with Purchaser Buyer in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder the Company or the Shareholder, as applicable, in connection with the transactions contemplated by this Agreement; (c) use its his reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 6.01 of this Agreement; (d) promptly advise Purchase Buyer orally and, within three (3) business days Business Days thereafter, in writing of any change in such the Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Purchaser Buyer prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser Buyer from terminating this Agreement pursuant to Section 9.1(c9.01(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholders. During Each of the period from Shareholders covenants and agrees with the other parties hereto that, until the earlier of the Closing Date and the date hereof through the Closing Date, each Shareholder agrees toupon which this Agreement is terminated in accordance with Article VII it will: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it in a timely and expeditious manner, provide such information with respect to the transactions contemplated by Shareholder as the Agreement, and shall cooperate promptly with, and furnish information to, Purchase Purchaser may reasonably require in connection with any requirements imposed upon Purchaser or upon any the preparation of its affiliates in connection therewith or herewiththe Disclosure Document with respect to the Transaction; (b) use its reasonable best efforts enter into such escrow arrangements in respect of the Payment Shares as may be required; (c) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to obtain a third party for which a waiver cannot be obtained (and to cooperate with Purchaser provided that in obtaining) any consent, authorization or approval of, or exemption by, any Person such circumstance the Shareholder will be required to be obtained disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or made other document or communication delivered, filed or received by such Shareholder in connection with or related to the transactions Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting, the Transaction as contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreementherein; (d) promptly advise Purchase orally andsubject to applicable laws, within three (3) business days thereafternot take any action, in writing refrain from taking any action, or permit any action to be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of any change in such Company's business or condition that has had or may have a Material Adverse Effectthe Transaction; and (e) deliver to Purchaser prior to not encumber in any manner the Purchased Shares and ensure that at the Time of Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant heretothe Purchased Shares are free and clear of all liens, or any omission to state any material fact required to make the statements herein or therein contained complete charges, mortgages, security interests, pledges, demands, claims and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementother encumbrances whatsoever.

Covenants of the Shareholders. During the period from the date ----------------------------- hereof through the Closing Date, each Shareholder agrees to: (a) use its reasonable best efforts to comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by the this Agreement, and shall cooperate promptly with, and furnish information to, Purchase Semtech in connection with any such requirements imposed upon Purchaser Semtech or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Purchaser Semtech in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase Semtech orally and, within three (3) business days thereafter, in writing of any change in such CompanyECI's business or condition that has had or may which such Shareholder reasonably believes is likely to have a Material Adverse Effect; and (e) deliver to Purchaser Semtech prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that -------- ------- the disclosure of such untrue statement or omission shall not prevent Purchaser Semtech from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

Covenants of the Shareholders. During the period from commencing on the date hereof and continuing through the Closing Date, each Shareholder agrees the Shareholders agree to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it them with respect to the transactions contemplated by the this Agreement, and shall cooperate promptly with, and furnish information to, Purchase Buyer in connection with any such requirements imposed upon Purchaser Buyer or upon any of its affiliates in connection therewith or herewith; (b) use its their reasonable best commercial efforts to obtain (and to cooperate with Purchaser Buyer in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder the Company or the Shareholders, as applicable, in connection with the transactions contemplated by this Agreement; (c) use its their reasonable best commercial efforts to bring about the satisfaction of the conditions precedent to the Closing set forth in Section 8.1 6.01 of this Agreement; (d) promptly advise Purchase Buyer orally and, within three (3) business days Business Days thereafter, in writing of any change in such the Company's business or condition that has had or may have a Material Adverse Effect; and; (e) deliver to Purchaser Buyer prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser Buyer from terminating this Agreement pursuant to Section 9.1(c9.01(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement; and (f) deliver to Buyer as soon as possible, which in no case shall be later than September 30, 1998, the Disclosure Letter and the Schedules contemplated by or referenced in this Agreement, which the Shareholders and the Company acknowledge are not attached hereto as of the date hereof. Such Schedules must be acceptable to Buyer in its sole discretion.

Covenants of the Shareholders. During Each of the period from Shareholders covenants and agrees with the other parties hereto that, until the earlier of the Closing Date and the date hereof through the Closing Date, each Shareholder agrees toupon which this Agreement is terminated in accordance with Article VIII it will: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it in a timely and expeditious manner, provide such information with respect to the transactions contemplated by Shareholder as the Agreement, and shall cooperate promptly with, and furnish information to, Purchase Purchaser may reasonably require in connection with any requirements imposed upon Purchaser or upon any the preparation of its affiliates in connection therewith or herewiththe Disclosure Document with respect to the Transaction and as may be necessary to comply with applicable laws and the policies of the CSE; (b) use its reasonable best efforts deliver such documents as may be required by applicable corporate and securities laws or the policies of the CSE in connection with the Transaction, including any personal information form or other documents required by the CSE; (c) enter into such escrow arrangements in respect of the Consideration Shares as may be required in accordance with the policies of the CSE; (d) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to obtain a third party for which a waiver cannot be obtained (and to cooperate with Purchaser provided that in obtaining) any consent, authorization or approval of, or exemption by, any Person such circumstance the Shareholder will be required to be obtained disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or made other document or communication delivered, filed or received by such Shareholder in connection with or related to the transactions Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting, the Transaction as contemplated by this Agreementherein; (ce) use its reasonable best efforts subject to bring about applicable laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the satisfaction consummation of the conditions precedent to Closing set forth in Section 8.1 of this Agreement; (d) promptly advise Purchase orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse EffectTransaction; and (ef) deliver to Purchaser prior to not encumber in any manner the Purchased Shares and ensure that at the Time of Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant heretothe Purchased Shares are free and clear of all liens, or any omission to state any material fact required to make the statements herein or therein contained complete charges, mortgages, security interests, pledges, demands, claims and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statementother encumbrances whatsoever.