Common use of Stockholders Obligations Clause in Contracts

Stockholders Obligations. (a) The Stockholders agree that, upon receipt of any Deferral Notice from the Company of the existence of any fact of the kind described in Section 3(g)(B) hereof, the Stockholders will forthwith discontinue disposition of Registrable Securities pursuant to any Registration Statement until: (i) the Stockholders have received copies of the supplemented or amended Prospectus contemplated by Section 3(g) hereof; or (ii) the Stockholders are advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (unless such filings are made pursuant to the requirements of Section 13 or Section 15 of the Exchange Act and such filings are available through the SEC’s XXXXX system). If so directed by the Company, the Stockholders will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Stockholders’ possession, of the Prospectus covering such Registrable Securities that was current at the time of receipt of such Deferral Notice. (b) The Stockholders agree promptly to furnish to the Company in writing all information required to be disclosed in order to make any information previously furnished to the Company by the Stockholders not misleading, any other information regarding the Stockholders and the distribution of any Registrable Securities as may be required by the Company to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Any sale of any Registrable Securities by the Stockholders shall constitute a representation and warranty by the Stockholders that the information relating to the Stockholders is as set forth in the Prospectus delivered by the Stockholders in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of material fact relating to or provided by the Stockholders and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Stockholders necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.

Stockholders Obligations. (a) The Stockholders agree Each Stockholder agrees that, upon receipt of any Deferral Notice from the Company of the existence of any fact of the kind described in Section 3(g)(B3(i)(B) hereof, the Stockholders such Stockholder will forthwith discontinue disposition of Registrable Securities pursuant to any Registration Statement until: (i) the Stockholders have such Stockholder has received copies of the supplemented or amended Prospectus contemplated by Section 3(g3(i) hereof; or (ii) the Stockholders are such Stockholder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (unless such filings are made pursuant to the requirements of Section 13 or Section 15 of the Exchange Act and such filings are available through the SEC’s XXXXX system). If so directed by the Company, each of the Stockholders will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in the Stockholders’ such Stockholder’s possession, of the Prospectus covering such Registrable Securities that was current at the time of receipt of such Deferral Notice. (b) The Each of the Stockholders agree agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make any information previously furnished to the Company by the Stockholders such Stockholder not misleading, any other information regarding the Stockholders such Stockholder and the distribution of any Registrable Securities as may be required by the Company to be disclosed in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Any sale of any Registrable Securities by the Stockholders a Stockholder shall constitute a representation and warranty by the Stockholders such Stockholder that the information relating to the Stockholders such Stockholder is as set forth in the Prospectus delivered by the Stockholders such Stockholder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of material fact relating to or provided by the Stockholders such Stockholder and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Stockholders such Stockholder necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.

Stockholders Obligations. Section 2.01 Subject to the Bidder's delivery of the Offer pursuant to Article 1 above and the Bidder's continued compliance with the terms and conditions contained herein, the Stockholder shall, during the Term hereof (defined below): (a) advise the Special Committee, the Company's Board of Directors and Mr. Hammons and their respective representatives, of the Stockholder's xxxxxxx xx the Bidder's Offer; and (b) vote in favor of the Bidder's Offer and against any other acquisition proposal or other proposals which are inconsistent with or detrimental to the expeditious consummation of Bidder's Offer. Section 2.02 In the event the Stockholder sells Shares pursuant to an Offer made during the Term to the Bidder or a third party pursuant to a tender offer, merger or other share sale program open generally to all holders of Common Stock made during the Term (other than Mr. Hammons, if so elected by the Bidder) (a "Share Sale") at a price (xxx "Xxxxx Sale Price") above $24.00 per share (which price shall not be reduced or offset by Stockholder's expenses), the Stockholder will concurrently with the Share Sale pay to the Bidder, as set forth herein, an amount equal to 20% of the Share Sale Price above $24.00 per share for each Share sold by the Stockholder in the Share Sale (the "Premium"); provided that in the event that the Stockholder is entitled to participate in a Share Sale but elects not to do so, then within 5 days following consummation of such Share Sale, the Stockholder shall pay to the Bidder an amount equal to the Premium for each Share which the Stockholder elects not to include in such Share Sale. The Stockholders agree thatStockholder shall pay to the Bidder, upon receipt in the Stockholder's discretion, the Premium (i) in cash, (ii) in Shares, with the Shares valued at the Share Sale Price, provided that such Shares shall be delivered to the Bidder with sufficient time to permit the Bidder to participate in the Share Sale with respect to such Shares (and provided that the Bidder is entitled to so participate); otherwise the Stockholder will tender such Shares into the Share Sale on the Bidder's behalf and deliver the proceeds thereof to the Bidder, or (iii) any combination of (i) or (ii). Section 2.03 Notwithstanding the foregoing, the Stockholder may purchase additional shares of Common Stock (which stock shall thereupon be deemed Shares for purposes of this Agreement) or transfer any Deferral Notice from or all of the Shares to one or more persons other than in a Share Sale; provided that no such transfers shall be made if the effect would be to result in more than 10 stockholders in the aggregate having entered into agreements to support Bidder's Offer; and further provided, that each such person acquiring Shares shall be bound by the terms and conditions of this Agreement with respect to the Shares so acquired; further provided that prior to consummating such transfer, the Stockholder shall have provided the Bidder with written evidence that each such person acquiring Shares has agreed to be so bound, along with the name, address and phone number of each such person; and further provided that Stockholder shall be responsible for any breach of this Agreement by any such transferee. Section 2.04 This Agreement shall terminate (the "Term"): (a) ab initio and be of no effect in the event the Bidder fails to deliver to the Special Committee notification of Bidder's willingness to commence the Offer, in accordance with Section 1.01 hereof, on or prior to January 31, 2005; and (b) unless extended pursuant to (c) below, April 29, 2005 (the "Initial Term"). (c) Bidder may request that the Stockholder extend this Agreement beyond the Initial Term, and the Stockholder shall be obligated to so extend, if (x) the Bidder, Mr. Hammons and the Company are engaged in good faith, bona fide negotixxxxxx xxx the Bidder reasonably believes that it is likely to negotiate successfully (i) a definitive agreement with the Company and (ii) the Hammons Agreement or (y) the Bidder wishes and is prepared to pursue suxx xxxx faith, bona fide negotiations and has sought and is continuing to seek with Mr. Hammons and the Company such good faith, bona fide negotiations, bux xxxxxx xx both of Mr. Hammons and the Company have refused or failed to respond or negotixxx xx xxxx faith. Upon such request and assuming the conditions in (x) or (y) above are satisfied, the Term of the existence of any fact Agreement shall be extended to the earlier of the kind described in Section 3(g)(B) hereof, following to occur (the Stockholders will forthwith discontinue disposition of Registrable Securities pursuant to any Registration Statement until:"Extension Term"): (i) if the Stockholders have received copies of Bidder successfully consummates a definitive agreement with the supplemented or amended Prospectus contemplated by Section 3(g) hereofCompany and the Hammons Agreement, the closing date for such transaction; orand (ii) October 31, 2005. (d) notwithstanding the Stockholders are advised forgoing, this Agreement shall automatically terminate and be of no further effect if the Bidder, in writing by its sole discretion, withdraws or abandons the Offer, in which case the Bidder agrees and covenants to immediately notify the Stockholder of such withdrawal or abandonment. (e) In the event that the Bidder wishes and is prepared to pursue good faith, bona fide negotiations and has sought and is continuing to seek with Mr. Hammons and the Company such good faith, bona fide negotiations, bux xxxxxx xx both of Mr. Hammons and the Company have refused or failed to respond or negotixxx xx xxxx faith, the Stockholder shall use reasonable, good faith efforts to encourage the Company and Mr. Hammons to engage in such negotiations. Section 2.05 If the Xxxxxx xxxxests that the use Stockholder extend the Term of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (unless such filings are made Agreement pursuant to the requirements of Section 13 or Section 15 of the Exchange Act and such filings are available through the SEC’s XXXXX system). If so directed by the Company2.04(c) above, the Stockholders will Bidder shall deliver to the Company (at Stockholder prior to the Company’s expense) all copies, other than permanent file copies then in the Stockholders’ possession, expiration of the Prospectus covering such Registrable Securities that was current at Initial Term information regarding (a) the time status of receipt the Bidder's good faith, bona fide negotiations with the Company and Mr. Hammons with respect to completion of such Deferral Notice. a definitive agreement and thx Xxxxxxx Xgreement, (b) The Stockholders agree promptly the Bidder's intention to furnish to commence the Company in writing all information required to be disclosed in order to make any information previously furnished to the Company by the Stockholders not misleading, any Offer as xxxxxxxy as practicable and (c) such other information regarding the Stockholders Offer and a Share Sale as the distribution of any Registrable Securities as Stockholder may be required by the Company to be disclosed reasonably request in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Any sale of any Registrable Securities by the Stockholders shall constitute a representation and warranty by the Stockholders that the information relating to the Stockholders is as set forth in the Prospectus delivered by the Stockholders in connection with such disposition, that such Prospectus does not as support of the time of such sale contain any untrue statement of material fact relating to or provided by the Stockholders and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Stockholders necessary to make the statements in such Prospectus, in the light of the circumstances Bidder's representations under which they were made, not misleadingSection 2.04(c).

Stockholders Obligations. Section 2.01 Subject to the Bidder's delivery of the Offer pursuant to Article 1 above and the Bidder's continued compliance with the terms and conditions contained herein, the Stockholder shall, during the Term hereof (defined below): (a) advise the Special Committee, the Company's Board of Directors and Mr. Hammons and their respective repxxxxxxxxxxxs, of the Stockholder's support of the Bidder's Offer; and (b) vote in favor of the Bidder's Offer and against any other acquisition proposal or other proposals which are inconsistent with or detrimental to the expeditious consummation of Bidder's Offer. Section 2.02 In the event the Stockholder sells Shares pursuant to an Offer made during the Term to the Bidder or a third party pursuant to a tender offer, merger or other share sale program open generally to all holders of Common Stock made during the Term (other than Mr. Hammons, if so elected by the Bixxxx) (x "Xhare Sale") at a price (the "Share Sale Price") above $24.00 per share (which price shall not be reduced or offset by Stockholder's expenses), the Stockholder will concurrently with the Share Sale pay to the Bidder, as set forth herein, an amount equal to 20% of the Share Sale Price above $24.00 per share for each Share sold by the Stockholder in the Share Sale (the "Premium"); provided that in the event that the Stockholder is entitled to participate in a Share Sale but elects not to do so, then within 5 days following consummation of such Share Sale, the Stockholder shall pay to the Bidder an amount equal to the Premium for each Share which the Stockholder elects not to include in such Share Sale. The Stockholders agree thatStockholder shall pay to the Bidder, upon receipt in the Stockholder's discretion, the Premium (i) in cash, (ii) in Shares, with the Shares valued at the Share Sale Price, provided that such Shares shall be delivered to the Bidder with sufficient time to permit the Bidder to participate in the Share Sale with respect to such Shares (and provided that the Bidder is entitled to so participate); otherwise the Stockholder will tender such Shares into the Share Sale on the Bidder's behalf and deliver the proceeds thereof to the Bidder, or (iii) any combination of (i) or (ii). Section 2.03 Notwithstanding the foregoing, the Stockholder may purchase additional shares of Common Stock (which stock shall thereupon be deemed Shares for purposes of this Agreement) or transfer any Deferral Notice from or all of the Shares to one or more persons other than in a Share Sale; provided that no such transfers shall be made if the effect would be to result in more than 10 stockholders in the aggregate having entered into agreements to support Bidder's Offer; and further provided, that each such person acquiring Shares shall be bound by the terms and conditions of this Agreement with respect to the Shares so acquired; further provided that prior to consummating such transfer, the Stockholder shall have provided the Bidder with written evidence that each such person acquiring Shares has agreed to be so bound, along with the name, address and phone number of each such person; and further provided that Stockholder shall be responsible for any breach of this Agreement by any such transferee. Section 2.04 This Agreement shall terminate (the "Term"): (a) ab initio and be of no effect in the event the Bidder fails to deliver to the Special Committee notification of Bidder's willingness to commence the Offer, in accordance with Section 1.01 hereof, on or prior to January 31, 2005; and (b) unless extended pursuant to (c) below, April 29, 2005 (the "Initial Term"). (c) Bidder may request that the Stockholder extend this Agreement beyond the Initial Term, and the Stockholder shall be obligated to so extend, if (x) the Bidder, Mr. Hammons and the Company are engaxxx xx xxxx faith, bona fide negotiations and the Bidder reasonably believes that it is likely to negotiate successfully (i) a definitive agreement with the Company and (ii) the Hammons Agreement or (y) the Bidder xxxxxx and is prepared to pursue such good faith, bona fide negotiations and has sought and is continuing to seek with Mr. Hammons and the Company such goox xxxxx, xxna fide negotiations, but either or both of Mr. Hammons and the Company have refxxxx xx xxxled to respond or negotiate in good faith. Upon such request and assuming the conditions in (x) or (y) above are satisfied, the Term of the existence of any fact Agreement shall be extended to the earlier of the kind described in Section 3(g)(B) hereof, following to occur (the Stockholders will forthwith discontinue disposition of Registrable Securities pursuant to any Registration Statement until:"Extension Term"): (i) if the Stockholders have received copies of Bidder successfully consummates a definitive agreement with the supplemented or amended Prospectus contemplated by Section 3(g) hereofCompany and the Hammons Agreement, the closing date xxx xxxh transaction; orand (ii) October 31, 2005. (d) notwithstanding the Stockholders are advised forgoing, this Agreement shall automatically terminate and be of no further effect if the Bidder, in writing by its sole discretion, withdraws or abandons the Offer, in which case the Bidder agrees and covenants to immediately notify the Stockholder of such withdrawal or abandonment. (e) In the event that the Bidder wishes and is prepared to pursue good faith, bona fide negotiations and has sought and is continuing to seek with Mr. Hammons and the Company such goox xxxxx, xxna fide negotiations, but either or both of Mr. Hammons and the Company have refxxxx xx xxxled to respond or negotiate in good faith, the Stockholder shall use reasonable, good faith efforts to encourage the Company and Mr. Hammons to engage in such negotixxxxxx. Section 2.05 If the Bidder requests that the use Stockholder extend the Term of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (unless such filings are made Agreement pursuant to the requirements of Section 13 or Section 15 of the Exchange Act and such filings are available through the SEC’s XXXXX system). If so directed by the Company2.04(c) above, the Stockholders will Bidder shall deliver to the Company (at Stockholder prior to the Company’s expense) all copies, other than permanent file copies then in the Stockholders’ possession, expiration of the Prospectus covering such Registrable Securities that was current at Initial Term information regarding (a) the time status of receipt of such Deferral Notice. the Bidder's good faith, bona fide negotiations with the Company and Mr. Hammons with respect to completixx xx x xxxinitive agreement and the Hammons Agreement, (b) The Stockholders agree the Bidder's xxxxxxxon to commence the Offer as promptly to furnish to the Company in writing all information required to be disclosed in order to make any information previously furnished to the Company by the Stockholders not misleading, any as practicable and (c) such other information regarding the Stockholders Offer and a Share Sale as the distribution of any Registrable Securities as Stockholder may be required by the Company to be disclosed reasonably request in the Registration Statement under applicable law or pursuant to SEC comments and any information otherwise required by the Company to comply with applicable law or regulations. Any sale of any Registrable Securities by the Stockholders shall constitute a representation and warranty by the Stockholders that the information relating to the Stockholders is as set forth in the Prospectus delivered by the Stockholders in connection with such disposition, that such Prospectus does not as support of the time of such sale contain any untrue statement of material fact relating to or provided by the Stockholders and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Stockholders necessary to make the statements in such Prospectus, in the light of the circumstances Bidder's representations under which they were made, not misleadingSection 2.04(c).