Limitations on Other Sales by the Glazers. The Glazers each covenant and agree that from the date hereof until the End Date (as defined below), neither the Glazers, nor any other member of the Glazxx Xxxup (as defined below) shall, directly or indirectly, sell, offer, contract to sell, make any short sale, pledge or otherwise dispose of any shares of Common Stock or any securities convertible into or exchangeable for, Common Stock or any options, warrants or rights to purchase or acquire Common Stock (collectively a "Sale Transaction") other then pursuant to this Agreement without first providing the Company with (i) ten (10) days' prior written notice, (ii) a certificate (the "Certificate") in which the Glazers and any other member of the Glazxx Xxxup which is a party to the proposed Sale Transaction represent and warrant to the Company that (A) such Sale Transaction (1) is in compliance with all applicable federal or state securities laws, including without limitation Rule 10b-18 under the Exchange Act and (2) will not result in the Company's continued consummation of the Repurchase Plan (on terms described to the Glazers by the Company contemporaneous with the provision of such representation) being in violation of Regulation M or Rule 10b-18 under the Exchange Act and (B) that such representations and warranties have been made after consultation with counsel reasonably believed by the Glazers to be expert in federal securities law and (iii) an indemnification agreement, in form and substance acceptable to the Glazers, the Company and their respective counsels, pursuant to which the Glazers indemnify the Company against any losses which the Company may suffer as a result of the falsity or incorrectness of any representation or warranty made by the Glazers in the Certificate.
