Common use of Provisions Concerning Company Common Stock Clause in Contracts

Provisions Concerning Company Common Stock. (a) Stockholder hereby agrees with Parent and Acquisition that Stockholder will, promptly after the date of commencement of the Offer (but in all events not later than five business days thereafter), tender to Acquisition all outstanding Shares Beneficially Owned by Stockholder on such date (the "Tendered Shares"). Stockholder further agrees to tender to Acquisition promptly after Stockholder's acquisition thereof (but in all events not later than five business days thereafter) all other shares of Company Common Stock acquired and/or Beneficially Owned by Stockholder at any time prior to the Acceptance Date or the date on which the Offer is terminated or expires without Acquisition having accepted shares for payment. All such subsequently tendered Shares shall constitute "Tendered Shares" for all purposes of this Agreement. Stockholder agrees not to withdraw any of the Tendered Shares except following the earliest of the termination of the Merger Agreement, the termination of the Offer or expiration of the Offer without Acquisition's having accepted the Tendered Shares for payment. Stockholder acknowledges and agrees that Acquisition's obligation to accept for payment and pay for the Tendered Shares is subject to all the terms and conditions of the Offer. (b) Stockholder hereby agrees with Parent and Acquisition that, subject to the receipt of proper notice and in the absence of a preliminary injunction or other final order by any court or other administrative or judicial authority barring such action, at any meeting of the Company's stockholders, however called, or in connection with any written consent of the Company's stockholders, Stockholder will vote the Shares Beneficially Owned by Stockholder, whether heretofore owned or hereafter acquired: (i) in favor of approval of the Merger Agreement and any actions required in furtherance of the transactions contemplated thereby, including voting such shares in favor of the election to the Company Board of each person designated by Parent for nomination thereto pursuant to Section 1.3(a) of the Merger Agreement at any meeting of the Company's stockholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against (A) any Third Party Acquisition, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Board of Directors of the Company (other than as contemplated by Section 1.3 of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries and any Third Party, (D) a sale, lease, transfer or disposition of any assets of the Company's or any of its subsidiaries' business outside the ordinary course of business, or any assets which are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or bylaws, (F) any other material change in the Company's corporate structure or affecting its business, or (G) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement. Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent or violative of the provisions and agreements contained herein. For purposes of this Agreement, "Beneficially

Provisions Concerning Company Common Stock. (a) Stockholder hereby agrees with Parent and Acquisition that Stockholder will, promptly after the date of commencement of the Offer (but in all events not later than five business days thereafter), tender to Acquisition all outstanding Shares Beneficially Owned by Stockholder on such date (the "Tendered Shares"). Stockholder further agrees to tender to Acquisition promptly after Stockholder's acquisition thereof (but in all events not later than five business days thereafter) all other shares of Company Common Stock acquired and/or Beneficially Owned by Stockholder at any time prior to the Acceptance Date or the date on which the Offer is terminated or expires without Acquisition having accepted shares for payment. All such subsequently tendered Shares shall constitute "Tendered Shares" for all purposes of this Agreement. Stockholder agrees not to withdraw any of the Tendered Shares except following the earliest of the termination of the Merger Agreement, the termination of the Offer or expiration of the Offer without Acquisition's having accepted the Tendered Shares for payment. Stockholder acknowledges and agrees that Acquisition's obligation to accept for payment and pay for the Tendered Shares is subject to all the terms and conditions of the Offer. (b) Stockholder hereby agrees with Parent and Acquisition that, subject to the receipt of proper notice and in the absence of a preliminary injunction or other final order by any court or other administrative or judicial authority barring such action, at any meeting of the Company's stockholders, however called, or in connection with any written consent of the Company's stockholders, Stockholder will vote the Shares Beneficially Owned by Stockholder, whether heretofore owned or hereafter acquired: (i) in favor of approval of the Merger Agreement and any actions required in furtherance of the transactions contemplated thereby, including voting such shares in favor of the election to the Company Board of each person designated by Parent for nomination thereto pursuant to Section 1.3(a) of the Merger Agreement at any meeting of the Company's stockholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against (A) any Third Party Acquisition, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Board of Directors of the Company (other than as contemplated by Section 1.3 of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries and any Third Party, (D) a sale, lease, transfer or disposition of any assets of the Company's or any of its subsidiaries' business outside the ordinary course of business, or any assets which are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (E) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or bylaws, (F) any other material change in the Company's corporate structure or affecting its business, or (G) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or materially adversely affect the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement. Stockholder shall not enter into any agreement or understanding with any person the effect of which would be inconsistent or violative of the provisions and agreements contained herein. For purposes of this Agreement, "BeneficiallyBeneficially Own" or "Beneficial Ownership" with respect to any securities shall mean Stockholder having such ownership, control or power to direct the voting with respect to, or otherwise enables Stockholder to legally act with respect to, such securities as contemplated hereby, including pursuant to any agreement, arrangement or understanding, whether or not in writing. Securities Beneficially Owned by Stockholder shall include securities Beneficially Owned by all other persons with whom Stockholder would constitute a "group" as within the meaning of Section 13(d)(3) of the Exchange Act. Stockholder and Parent acknowledge and agree that nothing in this Section 1(b) will require or be construed to require Stockholder to take any action in his capacity as a member of the Company Board.

Provisions Concerning Company Common Stock. (a) The Stockholder hereby agrees with Parent and Acquisition that Stockholder will, promptly after during the period commencing on the date of commencement hereof and continuing until the first to occur of the Offer (but in all events not later than five business days thereafter), tender to Acquisition all outstanding Shares Beneficially Owned by Stockholder on such date (the "Tendered Shares"). Stockholder further agrees to tender to Acquisition promptly after Stockholder's acquisition thereof (but in all events not later than five business days thereafter) all other shares of Company Common Stock acquired and/or Beneficially Owned by Stockholder at any time prior to the Acceptance Date Effective Time or the date on which the Offer is terminated or expires without Acquisition having accepted shares for payment. All such subsequently tendered Shares shall constitute "Tendered Shares" for all purposes of this Agreement. Stockholder agrees not to withdraw any of the Tendered Shares except following the earliest of the termination of the Merger Agreement, the termination of the Offer or expiration of the Offer without Acquisition's having accepted the Tendered Shares for payment. Stockholder acknowledges and agrees that Acquisition's obligation to accept for payment and pay for the Tendered Shares is subject to all the terms and conditions of the Offer. (b) Stockholder hereby agrees Agreement in accordance with Parent and Acquisition that, subject to the receipt of proper notice and in the absence of a preliminary injunction or other final order by any court or other administrative or judicial authority barring such actionits terms, at any meeting of the Company's stockholdersholders of Company Common Stock, however called, or in connection with any written consent of the Company's stockholdersholders of Company Common Stock, the Stockholder will shall vote (or cause to be voted) the Shares Beneficially Owned shares of Company Common Stock beneficially owned by Stockholderthe Stockholder (such shares the "Existing Shares", and together with any shares of Company Common Stock acquired by the Stockholder after the date hereof and prior to the termination of this Agreement, whether heretofore owned or hereafter acquired: upon the exercise of options, NY2:\913428\11\JKT011!.DOC\76830.0001 (i) in favor of approval of the Merger Agreement and any actions required in furtherance of the transactions contemplated thereby, including voting such shares in favor of the election to the Company Board of each person designated by Parent for nomination thereto pursuant to Section 1.3(a) of the Merger Agreement at any meeting of the Company's stockholders called for the election of directors; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against (A) any Third Party Acquisition, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Board of Directors of the Company (other than as contemplated by Section 1.3 of the Merger Agreement), (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries and any Third Party, (D) a sale, lease, transfer or disposition of any assets of the Company's or any of its subsidiaries' business outside the ordinary course of business, or any assets which are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its subsidiaries, (E1) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or bylaws, Bylaws; (F2) any other material change in the Company's corporate structure or affecting its business, ; or (G3) any other action involving the Company or its subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone postpone, or materially adversely affect the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, or any of and the transactions contemplated by this Agreement, the Stock Option Agreement and the Merger Agreement. The Stockholder shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent or violative of to violate the provisions and agreements contained hereinin this Section 2. (b) In order to permit Parent to exercise voting rights hereto, the Stockholder hereby grants to Parent an irrevocable proxy coupled with an interest to vote all or any part of the Shares and to exercise all other rights, powers, privileges and remedies to which the Stockholder as holder of the Shares is entitled with respect to the matters contained in Section 2(a) hereof (including giving or withholding written consents of shareholders, calling special meetings of shareholders, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Shares on the record books of the Company) by any other person (including the Company or any officer or agent thereof), and which proxy shall only terminate upon the first to occur of the Effective Time or the termination of the Merger Agreement in accordance with its terms. For purposes The grant to Parent of this Agreement, "Beneficiallythe irrevocable proxy is subject to the satisfaction of the conditions in Section 5 hereof.

Provisions Concerning Company Common Stock. (a) Stockholder Each AT&T Party hereby jointly and severally agrees with Parent and Acquisition that Stockholder will, promptly after during the period commencing on the date of commencement hereof and continuing until the first to occur of the Offer (but in all events not later than five business days thereafter), tender to Acquisition all outstanding Shares Beneficially Owned by Stockholder on such date (the "Tendered Shares"). Stockholder further agrees to tender to Acquisition promptly after Stockholder's acquisition thereof (but in all events not later than five business days thereafter) all other shares of Company Common Stock acquired and/or Beneficially Owned by Stockholder at any time prior to the Acceptance Date Effective Time or the date on which the Offer is terminated or expires without Acquisition having accepted shares for payment. All such subsequently tendered Shares shall constitute "Tendered Shares" for all purposes of this Agreement. Stockholder agrees not to withdraw any of the Tendered Shares except following the earliest of the termination of the Merger Agreement, the termination of the Offer or expiration of the Offer without Acquisition's having accepted the Tendered Shares for payment. Stockholder acknowledges and agrees that Acquisition's obligation to accept for payment and pay for the Tendered Shares is subject to all the terms and conditions of the Offer. (b) Stockholder hereby agrees Agreement in accordance with Parent and Acquisition that, subject to the receipt of proper notice and in the absence of a preliminary injunction or other final order by any court or other administrative or judicial authority barring such actionits terms, at any meeting of the Company's stockholdersholders of Company Common Stock, however called, or in connection with any written consent of the Company's stockholdersholders of Company Common Stock, Stockholder will Holding shall, in its capacity as a holder of Company Common Stock and subject to Section 8, vote (and the Other AT&T Parties shall cause to be voted) all of the issued and outstanding Shares held of record or Beneficially Owned by StockholderHolding, whether heretofore owned and held as of the date hereof or hereafter acquired: , other than in connection with the termination of the Merger Agreement in accordance with its terms (i) in favor of the Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof and hereof if, but only if, a majority of the transactions contemplated thereby, including voting such shares issued and outstanding Company Common Stock not owned by Holding that is represented in favor of the election to the Company Board of each person designated or by Parent for nomination thereto pursuant to Section 1.3(a) of the Merger Agreement proxy at any meeting of the Company's stockholders called for holders of the election Company Common Stock at which the holders of directorsa majority of the shares of Company Common Stock not owned by Holding are present shall have voted to approve the Merger, it being understood that in the event of any other vote at such meeting Holding may abstain with respect to the approval and adoption of the Merger and the Merger Agreement; (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or this Agreement; and (iii) except as otherwise agreed to in writing in advance by Parent, against (A) any Third Party Acquisition, (B) any change in a majority of the individuals who, as of the date hereof, constitute the Board of Directors of the Company following actions (other than as the Merger and the transactions contemplated by Section 1.3 of the Merger Agreement), ): (CA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries and any Third Party, Subsidiaries; (DB) a sale, lease, lease or transfer or disposition of any a material amount of assets of the Company's Company or any of its subsidiaries' business outside the ordinary course of business, or any assets which are material to its business whether or not in the ordinary course of businessSubsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries; (C) (1) any change in a majority of the persons who constitute the board of directors of the Company, provided that Holding and the Other AT&T Parties may, at any time, change its subsidiaries, designees to the board of directors of the Company; (E2) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Incorporation or bylaws, Bylaws; (F3) any other material change in the Company's corporate structure or affecting its business, ; or (G4) any other action involving the Company or its Subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone materially delay or materially adversely affect the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, or any of and the transactions contemplated by this Agreement and the Merger Agreement. Stockholder , and during such period no AT&T Party shall not enter into any agreement or understanding with any person or entity the effect of which would be inconsistent with or violative of the provisions and agreements contained herein. For purposes of in this AgreementSection 2. (b) Section 2(a) is for the benefit of, "Beneficiallyand may not be amended or waived without the prior written consent of, the Company.