Common use of Restrictions on Parent and the Company Clause in Contracts

Restrictions on Parent and the Company. (a) Parent agrees that, from and after the date hereof and prior to the date of acceptance for payment of shares of Company Common Stock pursuant to the Offer (the "Acceptance Date"), and except as may be agreed in writing by the Company or as may be expressly permitted pursuant to this Agreement (including the exercise of termination rights under this Agreement), Parent shall not, and shall not permit any of its subsidiaries to agree, in writing or otherwise, to take any action which would materially delay the consummation of the Offer, including by application of Rule 14e-5 under the Exchange Act. (b) The Company agrees that, from and after the date hereof and prior to the Acceptance Date, and except as may be agreed in writing by the Company or as may be expressly permitted pursuant to this Agreement (including any actions pursuant to Section 4.02 and including the exercise of terminations right under this Agreement), the Company shall not, and shall not permit its Subsidiary to agree, in writing or otherwise, to take any action which would materially delay the consummation of the Offer.