Common use of Covenants of the Shareholders Clause in Contracts

Covenants of the Shareholders. Each Shareholder, severally and not jointly, agrees as follows: (a) Until the earlier to occur of the Effective Time or the termination of Merger Agreement, the Shareholder shall not, except as contemplated by the terms of this Agreement, (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares to any person other than Parent or Sub (except for a transfer of Shares to a trust which unconditionally and irrevocably agrees to be bound by the terms of this Agreement with respect to the Shares being transferred), (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise, with respect to the Shares except as provided herein or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. (b) Until the Effective Time or termination of this Agreement in accordance with its terms, the Shareholder shall not, and the Shareholder shall use its reasonable best efforts to cause any of its investment bankers, financial advisers, attorneys, accountants or other representatives not to, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposals which constitute, or may reasonably be expected to lead to, any Acquisition Transaction Proposal involving the Company or (ii) participate in any discussions or negotiations regarding any such Acquisition Transaction Proposal. Shareholder shall notify the Parent orally and in writing of any such proposals or inquiries relating to the purchase or acquisition of the Shares (including, without limitation, the terms and conditions thereof and the identity of the person making it), within 24 hours of the receipt thereof. Shareholder shall, and shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other representatives or agents to, immediately cease and cause to be terminated all existing activities, discussions and negotiations, if any, with any parties conducted heretofore with respect to any Acquisition Transaction Proposal relating to the Company other than discussions or negotiations with the Parent. (c) During the period commencing on the date hereof and continuing until the first to occur of (i) the Effective Time and (ii) termination of this Agreement in accordance with its terms, at any meeting of shareholders 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 Shareholder shall, including by initiating a written consent solicitation if requested by Parent, vote (or cause to be voted) such Shareholder's Shares in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. During the period commencing on the date hereof and continuing until the first to occur (i) the Effective Time and (ii) termination of this Agreement in accordance with its terms, at any meeting of shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder's vote, consent or other approval is sought, such Shareholder shall vote (or cause to be voted) such Shareholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger ), consolidation, combination, sale of all or substantially all assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Transaction Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the Company's Certificate of Incorporation or By-laws or other action involving the Company or any of its subsidiaries, which amendment or other proposal or transaction would reasonably be expected to delay, postpone impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transaction contemplated by the Merger Agreement (collectively, "Frustrating Transactions"). (d) The holders of the Class A Common Stock of the Company shall cause such Class A Common Stock to be converted into shares of Company Common Stock prior to the record date for the Special Meeting of Shareholders of the Company to be convened for the purpose of approving the Merger.

Covenants of the Shareholders. Each Shareholder, severally and not jointly, agrees as follows: (a) Until the earlier to occur of the Effective Time or the termination of the Merger Agreement, the Shareholder shall not, except as contemplated by the terms of this Agreement, (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares to any person other than Parent or Sub the Company (except for a transfer of Shares to a trust which unconditionally and irrevocably agrees to be bound by the terms of this Agreement with respect to the Shares being transferred), (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise, with respect to the Shares except as provided herein or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. (b) Until the Effective Time or termination of this Agreement in accordance with its terms, the Shareholder shall not, and the Shareholder shall use its reasonable best efforts to cause any of its investment bankers, financial advisers, attorneys, accountants or other representatives not to, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposals proposal which constituteconstitutes, or may reasonably be expected to lead to, any Acquisition Transaction Proposal involving the Company Parent or (ii) participate in any discussions or negotiations regarding any such Acquisition Transaction Proposal. Shareholder shall notify the Parent Company orally and in writing of any such proposals or inquiries relating to the purchase or acquisition of the Shares (including, without limitation, the terms and conditions thereof and the identity of the person making it), within 24 hours of the receipt thereof. Shareholder shall, and shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other representatives or agents to, immediately cease and cause to be terminated all existing activities, discussions and negotiations, if any, with any parties conducted heretofore with respect to any Acquisition Transaction Proposal relating to the Company Parent, other than discussions or negotiations with the ParentCompany. (c) During the period commencing on the date hereof and continuing until the first to occur of (i) the Effective Time and (ii) termination of this Agreement in accordance with its terms, at any meeting of shareholders of the Company Parent 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 Shareholder shall, including by initiating a written consent solicitation if requested by ParentCompany, vote (or cause to be voted) such Shareholder's Shares in favor of the Merger, the adoption by the Company Parent of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. During the period commencing on the date hereof and continuing until the first to occur of (i) the Effective Time and (ii) termination of this Agreement in accordance with its terms, at any meeting of shareholders of the Company Parent or at any adjournment thereof or in any other circumstances upon which the Shareholder's vote, consent or other approval is sought, such Shareholder shall vote (or cause to be voted) such Shareholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger ), consolidation, combination, sale of all or substantially all assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Transaction Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the CompanyParent's Certificate of Incorporation or By-laws or other action involving the Company Parent or any of its subsidiariesSubsidiaries, which amendment or other proposal or transaction would reasonably be expected to delay, postpone postpone, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transaction contemplated by the Merger Agreement (collectively, "Frustrating Transactions"). (d) The holders of the Class A Common Stock of the Company shall cause such Class A Common Stock to be converted into shares of Company Common Stock prior to the record date for the Special Meeting of Shareholders of the Company to be convened for the purpose of approving the Merger.

Covenants of the Shareholders. Each Shareholder, severally and not jointly, agrees as follows: (a) Until the earlier to occur of the Effective Time or the termination of the Merger Agreement, the Shareholder shall not, except as contemplated by the terms of this Agreement, (i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any Contract, option or other arrangement (including any profit sharing arrangement) or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, the Shares to any person other than Parent or Sub the 2 781484.1 Company (except for a transfer of Shares to a trust which unconditionally and irrevocably agrees to be bound by the terms of this Agreement with respect to the Shares being transferred), (ii) enter into any voting arrangement, whether by proxy, voting agreement, voting trust, power of attorney or otherwise, with respect to the Shares except as provided herein or (iii) take any other action that would in any way restrict, limit or interfere with the performance of its obligations hereunder or the transactions contemplated hereby. (b) Until the Effective Time or termination of this Agreement in accordance with its terms, the Shareholder shall not, and the Shareholder shall use its reasonable best efforts to cause any of its investment bankers, financial advisers, attorneys, accountants or other representatives not to, directly or indirectly (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposals proposal which constituteconstitutes, or may reasonably be expected to lead to, any Acquisition Transaction Proposal involving the Company Parent or (ii) participate in any discussions or negotiations regarding any such Acquisition Transaction Proposal. Shareholder shall notify the Parent Company orally and in writing of any such proposals or inquiries relating to the purchase or acquisition of the Shares (including, without limitation, the terms and conditions thereof and the identity of the person making it), within 24 hours of the receipt thereof. Shareholder shall, and shall use its reasonable best efforts to cause its investment bankers, financial advisors, attorneys, accountants or other representatives or agents to, immediately cease and cause to be terminated all existing activities, discussions and negotiations, if any, with any parties conducted heretofore with respect to any Acquisition Transaction Proposal relating to the Company Parent, other than discussions or negotiations with the ParentCompany. (c) During the period commencing on the date hereof and continuing until the first to occur of (i) the Effective Time and (ii) termination of this Agreement in accordance with its terms, at any meeting of shareholders of the Company Parent 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 Shareholder shall, including by initiating a written consent solicitation if requested by ParentCompany, vote (or cause to be voted) such Shareholder's Shares in favor of the Merger, the adoption by the Company Parent of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement. During the period commencing on the date hereof and continuing until the first to occur of (i) the Effective Time and (ii) termination of this Agreement in accordance with its terms, at any meeting of shareholders of the Company Parent or at any adjournment thereof or in any other circumstances upon which the Shareholder's vote, consent or other approval is sought, such Shareholder shall vote (or cause to be voted) such Shareholder's Shares against (i) any merger agreement or merger (other than the Merger Agreement and the Merger ), consolidation, combination, sale of all or substantially all assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Transaction Proposal (collectively, "Alternative Transactions") or (ii) any amendment of the CompanyParent's Certificate of Incorporation or By-laws or other action involving the Company Parent or any of its subsidiariesSubsidiaries, which amendment or other proposal or transaction would reasonably be expected to delay, postpone postpone, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the other transaction contemplated by the Merger Agreement (collectively, "Frustrating Transactions"). (d) The holders of the Class A Common Stock of the Company shall cause such Class A Common Stock to be converted into shares of Company Common Stock prior to the record date for the Special Meeting of Shareholders of the Company to be convened for the purpose of approving the Merger.