Common use of Further Agreements of Stockholder Clause in Contracts

Further Agreements of Stockholder. (a) The Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of law, other than by death of any person) (collectively, a “Transfer”) or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares other securities of the Company owned beneficially or of record as of the date hereof, any additional shares of Common Stock and other securities of the Company acquired beneficially or of record by the Stockholder after the date hereof, or any interest therein; provided, however, that this Agreement shall not restrict Transfers to any members of such Stockholder’s immediate family, a family trust of such Stockholder or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement). Such Stockholder shall not take any of the actions that the Company is prohibited from taking under Section 6.4 of the Merger Agreement. (b) In case of a stock dividend or distribution, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (c) Such Stockholder agrees, while this Agreement is in effect, to notify Parent promptly in writing of the number of any additional shares of Common Stock or other securities of the Company acquired by such Stockholder, if any, after the date hereof. (d) Such Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would reasonably be expected to make any representation and warranty of such Stockholder, as applicable, contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) to take all reasonable action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. Such Stockholder further agrees that it shall use commercially reasonable efforts to cooperate with Parent, as and to the extent reasonably requested by Parent, to effect the transactions contemplated hereby including the Offer and the Merger. (e) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or thereby.

Further Agreements of Stockholder. (a) The Except (1) for any Shares beneficially owned or controlled by the Stockholder in connection with his participation in or capacity as a trustee for the Company's 401(k) Profit Sharing Plan, (2) for options to acquire Shares to be forfeited to the Company at or prior to the Effective Time and (3) as contemplated by the Merger Agreement, the Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of law, other than by death of any person) (collectively, a “"Transfer”") or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares other securities of the Company owned beneficially or and of record as of by the date hereofStockholder, any additional shares of Common Stock and other securities of the Company Shares acquired beneficially or of record by the Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into Company Common Stock, any other capital stock of the Company or any interest therein; provided, however, that this Agreement shall not restrict Transfers to any members of such Stockholder’s immediate family, a family trust of such Stockholder or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement). Such Stockholder shall not take any of the actions that the Company is prohibited from taking under Section 6.4 of the Merger Agreementforegoing with any person. (b) In case of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “"Shares” " shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (c) Such The Stockholder hereby agrees, while this Agreement is in effect, to notify Parent Acquiror promptly in writing of (i) the number of any additional shares of Company Common Stock or other securities of the Company acquired by such the Stockholder, if any, after the date hereof. (d) Such Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would reasonably be expected to make any representation hereof and warranty of such Stockholder, as applicable, contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) to take all reasonable action necessary to prevent any such representation inquiries or warranty from being inaccurate in any respect at proposals which are received by, any such time. Such Stockholder further agrees that it shall use commercially reasonable efforts information which is requested from, or any such negotiations or discussions which are sought to cooperate with Parent, as and to the extent reasonably requested by Parent, to effect the transactions contemplated hereby including the Offer and the Merger. (e) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreementbe initiated or continued with, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, to any claim, derivative matter described in Section 3.1(a) or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or therebyc).

Further Agreements of Stockholder. (a) The Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of law, other than by death of any person) (collectively, a “Transfer”) or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares or other securities of the Company owned beneficially or of record as of the date hereof, any additional shares of Common Stock and other securities of the Company acquired beneficially or of record by the Stockholder after the date hereof, or any interest therein; provided, however, that this Agreement shall not restrict Transfers to any members of such Stockholder’s immediate family, a family trust of such Stockholder Stockholder, limited partners or other beneficial owners of the Shares, or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement). Such Stockholder shall not take any of the actions that the Company is prohibited from taking under Section 6.4 6.7 of the Merger Agreement. (b) In case of a stock dividend or distribution, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (c) Such Stockholder agrees, while this Agreement is in effect, to notify Parent promptly in writing of the number of any additional shares of Common Stock or other securities of the Company acquired by such Stockholder, if any, after the date hereof. (d) Such Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would reasonably be expected to make any representation and warranty of such Stockholder, as applicable, contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) to take all reasonable action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. Such Stockholder further agrees that it shall use commercially reasonable efforts to cooperate with Parent, as and to the extent reasonably requested by Parent, to effect the transactions contemplated hereby including the Offer and the Merger. (e) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or thereby.

Further Agreements of Stockholder. (a) The Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly indirectly, (i) grant any proxies or enter into any voting trust trust, power of attorney, or other agreement agreement, arrangement or arrangement Contract with respect to the voting of any Shares or (ii) create or permit to exist any Lien on or sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of lawLaw, other than by death of any person) (collectively, a “Transfer”) or enter into any contractContract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Stockholder’s Shares other securities of the Company owned beneficially or of record as of the date hereof, any additional shares of Common Stock and other securities of the Company acquired beneficially or of record by the Stockholder after the date hereof, or any interest therein; provided, however, . (b) The Stockholder covenants and agrees that this Agreement shall not restrict Transfers to any members of such Stockholder’s immediate family, a family trust of such Stockholder or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement). Such Stockholder shall not take any of the actions request that the Company register the transfer (by book-entry or otherwise) of any Share, unless such transfer is prohibited from taking under Section 6.4 of made in compliance with this Agreement or the Merger Agreement. (bc) In case of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (c) Such Stockholder agrees, while this Agreement is in effect, to notify Parent promptly in writing of the number of any additional shares of Common Stock or other securities of the Company acquired by such Stockholder, if any, after the date hereof. (d) Such The Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would reasonably be expected to make any representation and warranty of such Stockholder, as applicable, the Stockholder contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) to take all reasonable action actions necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. Such The Stockholder further agrees that it shall use commercially reasonable efforts to fully cooperate with ParentParent and Merger Sub, as and to the extent reasonably requested by ParentParent or Merger Sub, to effect the transactions contemplated hereby and by the Merger Agreement, including the Offer and the Merger. (e) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each The Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or therebyMerger.

Further Agreements of Stockholder. (a) The Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, agrees not to, directly or indirectly (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares (or any shares of Common Stock subject to any stock options) or (ii) sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of law, other than by death of any person) law (collectively, a “"Transfer”") or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares other securities of the Company owned beneficially (or of record as of the date hereof, any additional shares of Common Stock and other securities of the Company acquired beneficially or of record by the Stockholder after the date hereof, or subject to any interest thereinstock options); provided, however, that this Agreement shall not restrict Transfers to any members of such the Stockholder’s 's immediate family, a family trust of such the Stockholder or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement). Such Stockholder No provision of this Section 3.1 or any other provision of this Agreement shall not take prohibit or otherwise restrict the cancellation of any of options to purchase Common Stock held by the actions that the Company is prohibited from taking under Section 6.4 of the Merger AgreementStockholder. (b) In case of a stock dividend or distribution, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “"Shares” " shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (c) Such The Stockholder agrees, while this Agreement is in effect, agrees to notify Parent promptly in writing of the number of any additional shares of Common Stock or other securities of the Company Shares acquired by such the Stockholder, if any, after the date hereof. (d) Such The Stockholder agrees, while this Agreement is in effect, agrees (i) not to knowingly take, agree or commit to take any action that would reasonably be expected to make any representation and warranty of such the Stockholder, as applicable, contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) to take all commercially reasonable action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time. Such Stockholder further agrees that it shall use commercially reasonable efforts to cooperate with Parent, as and to the extent reasonably requested by Parent, to effect the transactions contemplated hereby including the Offer and the Merger. (e) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each The Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or therebyMerger.

Further Agreements of Stockholder. (a) The Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of law, other than by death of any person) (collectively, a “Transfer”) or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares other securities of the Company owned beneficially or and of record as of by the date hereofStockholder, any additional shares of Common Stock and other securities of the Company Shares acquired beneficially or of record by the Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into Company Common Stock, any other capital stock of the Company or any interest therein; provided, however, that this Agreement shall not restrict Transfers to any members of such Stockholder’s immediate family, a family trust of such Stockholder or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement). Such Stockholder shall not take any of the actions that the Company is prohibited from taking under Section 6.4 of the Merger Agreementforegoing with any person. (b) In case of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (c) Such The Stockholder hereby agrees that during the term of this Agreement it shall not, and shall not permit any of its respective representatives to, (i) initiate, solicit, encourage or knowingly facilitate, directly or indirectly, any inquiries or the making of any proposal with respect to any matter described in Section 3.1(a) or any Acquisition Proposal, (ii) participate in any negotiations concerning, or provide to any other person any nonpublic information or data relating to the Company or any of its Subsidiaries for the purpose of, or have any discussions with, any person relating to, or cooperate with or assist or participate in, or knowingly facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any effort or attempt by any other person to seek to effect any matter described in Section 3.1(a) or any Acquisition Proposal or (iii) agree to or release any person from any obligation under any existing standstill agreement or arrangement relating to the Company. The Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal, or any matter described in Section 3.1(a), and the Stockholder will take the necessary steps to inform its respective representatives of the obligations undertaken by the stockholder pursuant to this Section 3.1. Nothing contained in this Section 3.1(c) shall prevent (1) any representative of the Stockholder from discharging his or her fiduciary duties as a member of the board of directors of the Company or (2) the Stockholder from taking action authorized by the Company Board to the extent such action is permitted by Section 6.06 of the Merger Agreement. (d) The Stockholder hereby agrees, while this Agreement is in effect, to notify Parent Acquiror promptly in writing of (i) the number of any additional shares of Company Common Stock or other securities of the Company acquired by such the Stockholder, if any, after the date hereof. (d) Such Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would reasonably be expected to make any representation hereof and warranty of such Stockholder, as applicable, contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) to take all reasonable action necessary to prevent any such representation inquiries or warranty from being inaccurate in any respect at proposals that are received by, any such time. Such Stockholder further agrees that it shall use commercially reasonable efforts information which is requested from, or any such negotiations or discussions which are sought to cooperate with Parent, as and to the extent reasonably requested by Parent, to effect the transactions contemplated hereby including the Offer and the Merger. (e) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreementbe initiated or continued with, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, to any claim, derivative matter described in Section 3.1(a) or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or therebyc).

Further Agreements of Stockholder. (a) The Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly indirectly, (i) grant any proxies or enter into any voting trust trust, power of attorney, or other agreement agreement, arrangement or arrangement Contract with respect to the voting of any Shares or (ii) create or permit to exist any Lien on or sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of lawLaw, other than by death of any person) (collectively, a “Transfer”) or enter into any contractContract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Stockholder’s Existing Shares other securities of the Company owned beneficially or of record as of the date hereofShares, any additional shares of Common Stock and other securities of the Company Additional Shares acquired beneficially or of record by the Stockholder after the date hereof, or any interest therein; provided, however, . (b) The Stockholder covenants and agrees that this Agreement he shall not restrict Transfers to any members of such Stockholder’s immediate family, a family trust of such Stockholder or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement). Such Stockholder shall not take any of the actions request that the Company register the transfer (by book-entry or otherwise) of any Share, unless such transfer is prohibited from taking under Section 6.4 of made in compliance with this Agreement or the Merger Agreement. (bc) In case of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (cd) Such The Stockholder agrees, while this Agreement is in effect, to notify Parent and Merger Sub promptly in writing (and in any event within five business days after the acquisition thereof) of the number of any additional shares of Common Stock or other securities of the Company Additional Shares acquired by such Stockholder, if any, the Stockholder after the date hereof. (de) Such The Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would reasonably be expected to make any representation and warranty of such Stockholder, as applicable, the Stockholder contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) to take all reasonable action actions necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. Such The Stockholder further agrees that it he shall use commercially reasonable efforts to fully cooperate with ParentParent and Merger Sub, as and to the extent reasonably requested by ParentParent or Merger Sub, to effect the transactions contemplated hereby and by the Merger Agreement, including the Offer and the Merger. (ef) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each The Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or therebyMerger.

Further Agreements of Stockholder. (a) The Except for any Shares beneficially owned or controlled by the Stockholder in connection with his participation in or capacity as a trustee for the KSOP or the KSIP, the Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly to (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of law, other than by death of any person) (collectively, a “Transfer”), (ii) enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or (iii) enter into any contract, option or other arrangement or understanding with respect to any Transfer of (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares or any other securities of the Company Shares owned beneficially or of record as of the date hereof, any additional shares of Common Stock and other securities of the Company acquired beneficially or of record by the Stockholder after (or owned beneficially or of record jointly by the date hereof, or any interest thereinStockholder and his spouse); provided, however, that this Agreement the foregoing shall not restrict prohibit: (A) any Transfer made in accordance with the Securities Act or an exemption thereto; to charities, charitable trusts, or other charitable organizations under Section 501(c)(3) of the Internal Revenue Code, lineal descendants or the spouse of the undersigned, or to a trust or other entity for the benefit of one or more of the foregoing persons; (B) Transfers to any immediate family members or lineal descendants of such the Stockholder, in accordance with the Stockholder’s immediate family, a family trust past practice; provided further that the aggregate number of such Stockholder or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement). Such Stockholder Transferred shall not take any of the actions that the Company is prohibited from taking under Section 6.4 of the Merger Agreement. (b) In case of a stock dividend or distributionexceed, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (c) Such Stockholder agrees, while this Agreement is in effect, to notify Parent promptly in writing of the number of any additional shares of Common Stock or other securities of the Company acquired by such Stockholder, if any, after the date hereof. (d) Such Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would reasonably be expected to make any representation and warranty of such Stockholder, as applicable, contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement, the percentage indicated on Annex A hereto of the number of Existing Shares and the Stockholder shall receive (i) an irrevocable proxy, in form and substance identical to the provisions of Section 1.1 hereof, to vote such Existing Shares with respect to the Merger Agreement or and the Merger and otherwise, and the Stockholder will vote such proxy as provided in Section 1.1 hereof and (ii) an agreement identical in all material respects to take all reasonable action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. Such Stockholder further agrees that it shall use commercially reasonable efforts to cooperate with Parent, as and to the extent reasonably requested by Parent, to effect the transactions contemplated hereby including the Offer and the Merger. (e) Such Stockholder hereby consents to and approves the actions taken this Agreement executed by the Company Board in approving the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 transferee of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or therebyTransferred Shares.

Further Agreements of Stockholder. (a) The Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly indirectly, (i) grant any proxies or enter into any voting trust trust, power of attorney, or other agreement agreement, arrangement or arrangement Contract with respect to the voting of any Shares or (ii) create or permit to exist any Lien on or sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of lawLaw, other than by death of any person) (collectively, a “Transfer”) or enter into any contractContract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Stockholder’s Shares other securities of the Company owned beneficially or of record as of the date hereof, any additional shares of Common Stock and other securities of the Company acquired beneficially or of record by the Stockholder after the date hereof, or any interest therein; provided. Notwithstanding the foregoing, howevernothing contained in this Section 3.01(a) shall restrict the Stockholder from making Transfers to effect estate planning or gift plans, that so long as such Transfer shall not result in the incurrence of any Lien upon any Shares. For the avoidance of doubt, this Agreement shall not in any way restrict Transfers or limit the Stockholder from entering into any Contract, option or other arrangement or understanding with respect to any members of such Stockholder’s immediate family, a family trust of such Stockholder or a charitable institution, but only if in each case prior to the effectiveness Transfer of the Transfer, the permitted transferee of such Shares Excluded Shares. (b) The Stockholder covenants and agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement). Such Stockholder he shall not take any of the actions request that the Company register the transfer (by book-entry or otherwise) of any Share, unless such transfer is prohibited from taking under Section 6.4 of made in compliance with this Agreement or the Merger Agreement. (bc) In case of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (cd) Such The Stockholder agrees, while this Agreement is in effect, to notify Parent and Merger Sub promptly in writing (and in any event within five business days after the acquisition thereof) of the number of any additional shares of Common Stock or other securities of the Company Additional Shares acquired by such Stockholder, if any, the Stockholder after the date hereof. (de) Such The Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would reasonably be expected to make any representation and warranty of such Stockholder, as applicable, the Stockholder contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) to take all reasonable action actions necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. Such The Stockholder further agrees that it he shall use commercially reasonable efforts to fully cooperate with ParentParent and Merger Sub, as and to the extent reasonably requested by ParentParent or Merger Sub, to effect the transactions contemplated hereby and by the Merger Agreement, including the Offer and the Merger. (ef) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each The Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or therebyMerger.

Further Agreements of Stockholder. (a) The Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of law, other than by death of any person) (collectively, a “"Transfer”") or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares other securities of the Company owned beneficially or and of record as of by the date hereofStockholder, any additional shares of Common Stock and other securities of the Company Shares acquired beneficially or of record by the Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into Company Common Stock, any other capital stock of the Company or any interest thereinin any of the foregoing with any person. Notwithstanding the foregoing, (i) the Stockholder may, during the term of this Agreement, gift, sell or otherwise transfer Shares to (A) a member or members of a group consisting of the Stockholder's spouse, the Stockholder's issue, the spouses of the Stockholder's issue or any charitable organization, (B) any trust or custodian account created for the primary benefit of any one or more of the Stockholder or the permitted transferees described in clause (A) above, or (C) a general partnership, limited partnership, limited liability company or other business entity, all of the equity interests of which are held by the Stockholder or the permitted transferees described in clause (A) above, and (ii) a stockholder who acquired Shares pursuant to this sentence may transfer such Shares only to the Stockholder from whom, directly or indirectly, such transferring stockholder acquired said Shares or parties to whom such transferring stockholder is permitted to transfer such Shares directly pursuant to this sentence; provided, however, that in the case of any Transfer pursuant to this Agreement shall not restrict Transfers paragraph, at the time of and as a condition to any members of such Stockholder’s immediate family, a family trust of such Stockholder or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing shall provide to Acquiror its written agreement to be bound by the terms hereof (or an agreement that is substantively identical of this Agreement and to this Agreement). Such Stockholder shall not take any perform all of the actions that the Company is prohibited from taking under Section 6.4 obligations of the Merger AgreementStockholder set forth herein as if the permitted transferee had originally executed and delivered this Agreement to Acquiror. (b) In case of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “"Shares” " shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (c) Such The Stockholder hereby agrees that during the term of this Agreement it shall not, and shall not permit any of its respective representatives to, (i) initiate, solicit, encourage or knowingly facilitate, directly or indirectly, any inquiries or the making of any proposal with respect to any matter described in Section 3.1(a) or any Acquisition Proposal, (ii) participate in any negotiations concerning, or provide to any other person any nonpublic information or data relating to the Company or any of its Subsidiaries for the purpose of, or have any discussions with, any person relating to, or cooperate with or assist or participate in, or knowingly facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any effort or attempt by any other person to seek to effect any matter described in Section 3.1(a) or any Acquisition Proposal, or (iii) agree to or release any person from any obligation under any existing standstill agreement or arrangement relating to the Company. The Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal, or any matter described in Section 3.1(a), and the Stockholder will take the necessary steps to inform its respective representatives of the obligations undertaken by the stockholder pursuant to this Section 3.1. Nothing contained in this Section 3.1(c) shall prevent any representative of the Stockholder from discharging his or her fiduciary duties as a member of the board of directors of the Company. (d) The Stockholder hereby agrees, while this Agreement is in effect, to notify Parent Acquiror promptly in writing of (i) the number of any additional shares of Company Common Stock or other securities of the Company acquired by such the Stockholder, if any, after the date hereof. (d) Such Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would reasonably be expected to make any representation and warranty of such Stockholder, as applicable, contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) to take all reasonable action necessary to prevent any such representation inquiries or warranty from being inaccurate in any respect at proposals that are received by, any such time. Such Stockholder further agrees that it shall use commercially reasonable efforts information which is requested from, or any such negotiations or discussions which are sought to cooperate with Parent, as and to the extent reasonably requested by Parent, to effect the transactions contemplated hereby including the Offer and the Merger. (e) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreementbe initiated or continued with, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, to any claim, derivative matter described in Section 3.1(a) or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or therebyc).

Further Agreements of Stockholder. (a) The Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of law, other than by death of any person) (collectively, a “"Transfer”") or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares other securities of the Company owned beneficially or and of record as of by the date hereofStockholder, any additional shares of Common Stock and other securities of the Company Shares acquired beneficially or of record by the Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into Company Common Stock, any other capital stock of the Company or any interest therein; provided, however, that this Agreement shall not restrict Transfers to any members of such Stockholder’s immediate family, a family trust of such Stockholder or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement). Such Stockholder shall not take any of the actions that the Company is prohibited from taking under Section 6.4 of the Merger Agreementforegoing with any person. (b) In case of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “"Shares” " shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (c) Such The Stockholder hereby agrees that during the term of this Agreement it shall not, and shall not permit any of its respective representatives to, (i) initiate, solicit, encourage or knowingly facilitate, directly or indirectly, any inquiries or the making of any proposal with respect to any matter described in Section 3.1(a) or any Acquisition Proposal, (ii) participate in any negotiations concerning, or provide to any other person any nonpublic information or data relating to the Company or any of its Subsidiaries for the purpose of, or have any discussions with, any person relating to, or cooperate with or assist or participate in, or knowingly facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any effort or attempt by any other person to seek to effect any matter described in Section 3.1(a) or any Acquisition Proposal or (iii) agree to or release any person from any obligation under any existing standstill agreement or arrangement relating to the Company. The Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal, or any matter described in Section 3.1(a), and the Stockholder will take the necessary steps to inform its respective representatives of the obligations undertaken by the stockholder pursuant to this Section 3.1. Nothing contained in this Section 3.1(c) shall prevent (1) any representative of the Stockholder from discharging his or her fiduciary duties as a member of the board of directors of the Company or (2) the Stockholder from taking action authorized by the Company Board to the extent such action is permitted by Section 6.06 of the Merger Agreement. (d) The Stockholder hereby agrees, while this Agreement is in effect, to notify Parent Acquiror promptly in writing of (i) the number of any additional shares of Company Common Stock or other securities of the Company acquired by such the Stockholder, if any, after the date hereof. (d) Such Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would reasonably be expected to make any representation hereof and warranty of such Stockholder, as applicable, contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) to take all reasonable action necessary to prevent any such representation inquiries or warranty from being inaccurate in any respect at proposals that are received by, any such time. Such Stockholder further agrees that it shall use commercially reasonable efforts information which is requested from, or any such negotiations or discussions which are sought to cooperate with Parent, as and to the extent reasonably requested by Parent, to effect the transactions contemplated hereby including the Offer and the Merger. (e) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreementbe initiated or continued with, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, to any claim, derivative matter described in Section 3.1(a) or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or therebyc).

Further Agreements of Stockholder. (a) The Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of law, other than by death of any person) (collectively, a “Transfer”"TRANSFER") or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares other securities of the Company owned beneficially or and of record as of by the date hereofStockholder, any additional shares of Common Stock and other securities of the Company Shares acquired beneficially or of record by the Stockholder after the date hereof, any securities exercisable or exchangeable for or convertible into Company Common Stock, any other capital stock of the Company or any interest therein; provided, however, that this Agreement shall not restrict Transfers to any members of such Stockholder’s immediate family, a family trust of such Stockholder or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing to be bound by the terms hereof (or an agreement that is substantively identical to this Agreement). Such Stockholder shall not take any of the actions that the Company is prohibited from taking under Section 6.4 of the Merger Agreementforegoing with any person. (b) In case of a stock dividend or distribution, or any change in Company Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” "SHARES" shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which are received in such transaction. (c) Such The Stockholder hereby agrees that during the term of this Agreement it shall not, and shall not permit any of its respective representatives to, (i) initiate, solicit, encourage or knowingly facilitate, directly or indirectly, any inquiries or the making of any proposal with respect to any matter described in Section 3.1(a) or any Acquisition Proposal, (ii) participate in any negotiations concerning, or provide to any other person any nonpublic information or data relating to the Company or any of its Subsidiaries for the purpose of, or have any discussions with, any person relating to, or cooperate with or assist or participate in, or knowingly facilitate, any inquiries or the making of any proposal which constitutes, or would reasonably be expected to lead to, any effort or attempt by any other person to seek to effect any matter described in Section 3.1(a) or any Acquisition Proposal or (iii) agree to or release any person from any obligation under any existing standstill agreement or arrangement relating to the Company. The Stockholder agrees immediately to cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any possible Acquisition Proposal, or any matter described in Section 3.1(a), and the Stockholder will take the necessary steps to inform its respective representatives of the obligations undertaken by the stockholder pursuant to this Section 3.1. Nothing contained in this Section 3.1(c) shall prevent (1) any representative of the Stockholder from discharging his or her fiduciary duties as a member of the board of directors of the Company or (2) the Stockholder from taking action authorized by the Company Board to the extent such action is permitted by Section 6.06 of the Merger Agreement. (d) The Stockholder hereby agrees, while this Agreement is in effect, to notify Parent Acquiror promptly in writing of (i) the number of any additional shares of Company Common Stock or other securities of the Company acquired by such the Stockholder, if any, after the date hereof. (d) Such Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would reasonably be expected to make any representation hereof and warranty of such Stockholder, as applicable, contained in this Agreement inaccurate in any respect as of any time during the term of this Agreement or (ii) to take all reasonable action necessary to prevent any such representation inquiries or warranty from being inaccurate in any respect at proposals that are received by, any such time. Such Stockholder further agrees that it shall use commercially reasonable efforts information which is requested from, or any such negotiations or discussions which are sought to cooperate with Parent, as and to the extent reasonably requested by Parent, to effect the transactions contemplated hereby including the Offer and the Merger. (e) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreementbe initiated or continued with, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, to any claim, derivative matter described in Section 3.1(a) or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or therebyc).

Further Agreements of Stockholder. (a) The Stockholder hereby agrees, while this Agreement is in effect, and except as expressly contemplated hereby, not to, directly or indirectly (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Shares or (ii) sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (including by operation of law, other than by death of any person) (collectivelyeach, a “Transfer”) or enter into any contract, option or other arrangement or understanding with respect to any Transfer (whether by actual disposition or effective economic disposition due to hedging, cash settlement or otherwise) of, any of the Existing Shares other securities of the Company owned beneficially or of record as of the date hereofShares, any additional shares of Common Stock the Company’s common stock and other securities options to purchase shares of the Company Company’s common stock acquired beneficially or of record by the Stockholder after the date hereof, or any interest therein; provided, however, provided that nothing contained in this Agreement shall not restrict the Stockholder from making Transfers to any members of effect estate planning and gifts so long as the transferee in such Stockholder’s immediate family, a family trust of such Stockholder or a charitable institution, but only if in each case prior to the effectiveness of the Transfer, the permitted transferee of such Shares agrees in writing Transfer shall execute an agreement to be bound by the terms hereof (or an agreement that is substantively identical to of this Agreement). Such Stockholder Agreement and such Transfer shall not take result in the incurrence of any of the actions that the Company is prohibited from taking under Section 6.4 of the Merger AgreementLien upon any Shares. (b) In case of a stock dividend or distribution, or any change in Common Stock the Company’s common stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or which that are received in such transaction. (c) Such The Stockholder agrees, while this Agreement is in effect, to notify Parent promptly in writing of (i) the number of any additional shares of Common Stock the Company’s common stock, any additional options to purchase shares of the Company’s common stock or other securities of the Company acquired by such the Stockholder, if any, after the date hereofhereof and (ii) with respect to the subject matter contemplated by Section 3.1(d), any such inquiries or proposals that are received by, any such information that is requested from, or any such negotiations or discussions that are sought to be initiated or continued with, the Stockholder (in each case, solely in its capacity as a stockholder of the Company). (d) Such The Stockholder agrees solely in its capacity as a stockholder of the Company, while this Agreement is in effect, not to, nor to permit any investment banker, financial adviser, attorney, accountant or other representative or agent of the Stockholder to, directly or indirectly, (i) solicit, initiate, cause, knowingly encourage or knowingly facilitate, any inquiries or the making of any proposal or offer to acquire the Shares or (ii) participate in any discussions or negotiations, or furnish to any person any information in connection with or in furtherance of, any proposal to acquire the Shares; provided, however, that the Stockholder may (x) furnish information with respect to the Company and its Subsidiaries to the person making such Company Takeover Proposal (and its Representatives) if at such time the Company is permitted to do so pursuant to the Merger Agreement and (y) participate in discussions or negotiations with the person making such Company Takeover Proposal (and its Representatives) regarding such Company Takeover Proposal if at such time the Company is permitted to engage in, and is actually engaged in, discussions or negotiations with such person regarding such a Company Takeover Proposal. (e) The Stockholder agrees, while this Agreement is in effect, (i) not to take, agree or commit to take any action that would be reasonably likely to (or fail to take any action where such failure to act would be expected to reasonably likely to) make any representation and warranty of such Stockholder, as applicable, the Stockholder contained in this Agreement inaccurate in any material respect as of any time during the term of this Agreement or (ii) to take all reasonable action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. Such Stockholder further agrees that it shall use commercially reasonable efforts to cooperate with Parent, as and to the extent reasonably requested by Parent, to effect the transactions contemplated hereby including the Offer and the MergerAgreement. (e) Such Stockholder hereby consents to and approves the actions taken by the Company Board in approving the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement. Each Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL in connection with the Merger and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company or any of its subsidiaries (or any of their respective successors) relating to the negotiation, execution and delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any of the other transactions contemplated hereby or thereby.