Common use of Actions by the Company Clause in Contracts

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors at a meeting duly called and held has by a unanimous vote duly adopted resolutions (i) approving this Agreement, the Offer and the Merger, determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors has received the opinion of Credit Suisse First Boston Corporation (the "Financial Advisor") to the effect that, as of the date ----------------- of this Agreement, the Offer Consideration to be received in the Offer and the Merger by the holders of Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors at a meeting duly called and held has by a unanimous vote duly adopted resolutions (i) approving this Agreement, the Offer and the MergerMerger (as defined in Section 2.1), determining that the Merger is advisable and that ----------- the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to ---- the Offer, the Merger, this ---- Agreement, the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover antitakeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors has received the written opinion of Credit Suisse First Boston Corporation Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Financial --------- Advisor") to that the effect that, as of the date ----------------- of this Agreement, the Offer Consideration proposed consideration to be received in by the holders of ------- shares of Common Stock pursuant to the Offer and the Merger by the is fair to such holders of Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) view (the "Fairness -------- Opinion"). Subject to the ---------------- last sentence of this Section 1.3(a), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors described in the first sentence of this Section 1.3(a). The Company hereby -------------- represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion and references thereto, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld) in the Offer Documents, the Schedule 14D-9 (as defined in Section 1.3(b)) and the Proxy Statement (as defined in Section 8.2(b)). The -------------- ------------- Company has been advised by each of its directors and executive officers that each such person intends to tender all shares of Common Stock owned by such person pursuant to the Offer, except to the extent of any restrictions created by Section 16(b) of the Exchange Act. The Board of Directors shall not withdraw, modify or amend its recommendations described above in a manner adverse to Purchaser (or announce publicly its intention to do so) provided that the disclosure of the receipt of an Acquisition Proposal (as defined in Section ------- 8.11) and the fact that the Board of Directors is considering such Acquisition ---- Proposal or reviewing it with its advisors shall not by itself constitute such a withdrawal, modification or amendment, except that the Board shall be permitted to withdraw, amend or modify its recommendation (or publicly announce its intention to do so) of this Agreement or the Merger in a manner adverse to Purchaser or approve or recommend or enter into an agreement with respect to a Superior Proposal (as defined in Section 8.11) if the Company has complied with ------------ the terms of Section 8.11 and Section 10.1(d). ------------ -------------- (b) The Company shall use its reasonable best efforts to file with the SEC, concurrently with the filing of the Offer Documents with the SEC, and in any event the Company shall file within five days thereafter, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") -------------- containing the recommendations described in the first sentence of Section ------- (a) (subject to the last sentence of Section 1.3(a) and shall mail the ------ -------------- Schedule 14D-9 to the stockholders of the Company. To the extent practicable, the Company shall cooperate with Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Purchaser or Merger Sub for inclusion in the Schedule 14D-9. Each of the Company, Purchaser and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Purchaser and Merger Sub and their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish promptly to Merger Sub mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, and to furnish copies of other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Merger Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Purchaser and Merger Sub and each of their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall promptly deliver to the Company all copies of such information then in their possession or under their control. (d) Subject to the terms and conditions of this Agreement, if there shall occur a change in law or in a binding judicial interpretation of existing law that would, in the absence of action by the Company or the Board, prevent Merger Sub, were it to acquire a specified percentage of the shares of Common Stock then outstanding, from adopting this Agreement by its affirmative vote as the holder of a majority of shares of Common Stock and without the affirmative vote of any other stockholder, the Company will use its best efforts to promptly take or cause such action to be taken.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company (the "Board of Directors" or the "Board") at a meeting duly called and held has by a unanimous vote duly adopted resolutions (i) approving this Agreement, the Offer (if made) and the Merger, determining that the Merger is advisable and that the terms of the Offer (if made) and the Merger are fair to, and in the best interests of, the Company and the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub (if made) and approve the Merger and this Agreement Agreement, and the transactions contemplated hereby, including the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in so that Section 203 of the Delaware General Corporation LawDGCL and the Company's Rights Agreement, dated as of October 24, 1989, between the Company and First Chicago Trust Company of New York, as amended rights agent (the "DGCLRights Agreement"), are and, through the Effective Time, will be inapplicable to to, and have no adverse effect on, Purchaser and Merger Sub, the Offer, the Merger, this ---- Agreement, the Tender Agreement and or any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreementhereby. The Company further represents and warrants that the Board of Directors has received the written opinion of Credit Suisse First Boston Corporation Mxxxxx Sxxxxxx & Co. Inc. (the "Financial Advisor") to that the effect that, as of the date ----------------- of this Agreement, the Offer Consideration proposed consideration to be received in the Offer and the Merger by the holders of shares of Common Stock pursuant to the Offer (if made) and the Merger is fair, fair to such holders from a financial point of view, to such holders (other than Purchaser and its affiliates) view (the "Fairness -------- Opinion"). The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors described in the first sentence of this Section 5.3(a). The Company hereby represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion and references thereto, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), in the Offer Documents, the Schedule 14D-9 and the Proxy Statement. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendations described in Section 5.3(a) and shall disseminate the Schedule 14D-9 to the stockholders of the Company as required by Rule 14d- 9 promulgated under the Exchange Act. To the extent practicable, the Company shall cooperate with Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Purchaser and its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Purchaser or Merger Sub for inclusion in the Schedule 14D-9. Each of the Company, Purchaser and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Purchaser and Merger Sub and their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Merger Sub with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Merger Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Purchaser and Merger Sub and each of their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall promptly deliver to the Company all copies of such information then in their possession or under their control. (d) Subject to the terms and conditions of this Agreement, if there shall occur a change in law or in a binding judicial interpretation of existing law which would, in the absence of action by the Company or the Board, prevent Merger Sub, were it to acquire a specified percentage of the shares of Common Stock then outstanding, from approving and adopting this Agreement by its affirmative vote as the holder of a majority of shares of Common Stock and without the affirmative vote of any other stockholder, the Company will use its reasonable best efforts to promptly take or cause such action to be taken.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board board of Directors directors of the Company (the “Company Board”), at a meeting duly called and held has by a unanimous vote held, unanimously duly adopted resolutions (i) approving and declaring the advisability of this Agreement, the Offer (ii) approving this Agreement and the MergerTransactions (such approval having been made in accordance with the DGCL, including for purposes of Section 203 thereof), (iii) determining that this Agreement and the Merger is advisable and that the terms of the Offer and Merger are Transactions to be advisable, fair to, to and in the best interests ofof the Company and the stockholders of the Company (the “Company Stockholders”) and (iv) recommending that, on the terms and subject to the conditions set forth herein, the Company's stockholders and recommending that Company Stockholders accept the Company's stockholders accept Offer, tender their Company Common Shares pursuant to the Offer and tender all of their shares of Common Stock to Merger Sub and approve adopt this Agreement and the transactions contemplated herebyTransactions, including if required (the “Company Board Recommendation”); provided, however, that the Company Board may withdraw, modify or amend the Company Board Recommendation as provided by Section 8.03. The Company hereby consents to the inclusion in the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 Documents of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing, Company Board Recommendation to the extent permitted by lawsuch Company Board Recommendation is not withheld or withdrawn in accordance with Section 8.03. To the extent the foregoing recommendation has been amended or modified in accordance with Section 8.03, not the Company hereby consents to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" the inclusion of such recommendation, as so amended or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or modified, in the Tender AgreementOffer Documents. The Company further also represents and warrants that (A) the Company Board of Directors has received the opinion of Credit Suisse First Boston Corporation Xxxxxx Xxxxxxx & Co. Incorporated (the "“Company Financial Advisor") ”), dated the date of this Agreement, to the effect that, as of such date, and subject to the date ----------------- of this Agreementvarious assumptions and qualifications set forth therein, the Offer Consideration consideration to be received by the Company Stockholders in the Offer and the Merger by the is fair to such holders of Common Stock is fair, from a financial point of viewview and (B) the Company has obtained or will timely obtain all necessary consents (including the authorization of the Company Financial Advisor) to permit the inclusion of such opinion in its entirety and references thereto in the Offer Documents, the Schedule 14D-9 and the proxy statement or information statement relating to the Merger (as amended, supplemented or modified, the “Proxy/Information Statement”), subject to prior review and consent by the Company Financial Advisor (such consent not to be unreasonably withheld or delayed). The Company has been advised by each of its directors and executive officers that each such person intends to tender all Company Common Shares owned by such person pursuant to the Offer and that the Offer Documents may so state. (b) On the Offer Commencement Date, the Company shall file with the SEC and (contemporaneously with the initial dissemination of the Offer Documents to holders of Company Common Shares to the extent required by applicable federal securities Laws) disseminate to holders of Company Common Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 8.03, shall contain the Company Board Recommendation. Except in connection with an Adverse Recommendation Change made in accordance with Section 8.03, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC. The Company shall: (x) as promptly as reasonably practicable provide Parent and its counsel with a copy of any written comments and a description of any oral comments received by the Company (or its counsel) from the SEC or its staff with respect to the Schedule 14D-9, (y) except with respect to any disclosure made relating to an Adverse Recommendation Change in accordance with Section 8.03, give Parent and its counsel a reasonable opportunity to review and comment on any response formulated in connection with such comments prior to the filing thereof with the SEC and (z) respond promptly to any such comments. The Company agrees that the Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that no covenant is made by the Company with respect to information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Schedule 14D-9. To the extent required by the applicable requirements of the Exchange Act: (A) each of Parent, Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if such information shall have become false or misleading in any material respect and (B) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, if required, to be disseminated to holders of Company Common Shares. Parent and Purchaser shall promptly furnish to the Company all information concerning Parent or Purchaser that may be reasonably requested in connection with any action contemplated by this Section 2.03(b). To the extent requested by the Company, Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Company Stockholders together with the Offer Documents disseminated to the Company Stockholders. (c) In connection with the Offer, the Company shall instruct its transfer agent to furnish to Purchaser a list, as of the most recent practicable date, of the record holders of Company Common Shares and their addresses, as well as mailing labels containing such names and addresses. The Company will furnish Purchaser with such additional information (including any security position listings in the Company’s possession or reasonably obtainable by the Company) and assistance as Purchaser may reasonably request for purposes of communicating the Offer to the record holders and beneficial holders of Company Common Shares. All information furnished in accordance with this Section 2.03(c) shall be held in confidence by Parent and Purchaser in accordance with the requirements of the Confidentiality Agreement, and shall be used by Parent and Purchaser only in connection with the communication of the Offer and the dissemination of any Proxy/Information Statement relating to the Merger to the holders of Company Common Shares. (other than d) The Company shall as promptly as reasonably practicable furnish to Parent and Purchaser all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or Purchaser for inclusion in the Schedule TO and its affiliates) (the "Fairness -------- Opinion"Offer Documents.

Actions by the Company. (a) The Company hereby approves of and consents to the Amended Offer and represents and warrants that (i) the Board by vote of Directors all directors at a meeting duly called and held has by a unanimous vote duly adopted resolutions held, has, in light of and subject to the terms and conditions set forth herein, unanimously (ix) approving this Agreement, determined that each of the Amended Offer and the Merger, determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders of the Company and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve (y) approved this Agreement and the transactions contemplated hereby, including the Amended Offer and the Merger, and recommends acceptance of the Amended Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company and (ii) taking all action necessary Xxxxxxx Xxxxx & Co. ("Xxxxxxx Xxxxx") and Xxxxxx Brothers Inc. ("Xxxxxx Bros."), the Company's financial advisors, have rendered to render the restrictions set forth Board their respective opinions that the consideration to be received by the stockholders of the Company pursuant to the Amended Offer and the Merger is fair to such stockholders from a financial point of view. (b) The Company agrees that it shall, on the same day that Purchaser and Praxair file with the Commission an amendment to the Initial Offer Documents pursuant to Section 1.1 hereof, file with the Commission an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9, dated November 16, 1995 (including exhibits, as so amended, and as amended from time to time, the "Amended Schedule 14D-9"), which amendment shall include (i) subject to the proviso in the second sentence of Section 1.2(c), the recommendation described in Section 203 1.2(a) hereof and (ii) the information with respect to the Company and its officers and directors, (including any directors to be elected or appointed pursuant to Section 1.3 hereof) in form and substance satisfactory to Praxair and its counsel, that is required under Section 14(f) of the Delaware General Corporation LawSecurities Exchange Act of 1934, as amended (the "DGCLExchange Act") and Rule 14f-1 promulgated thereunder. In such connection, Praxair and Purchaser shall promptly furnish the Company with all information concerning their designees required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Praxair and Purchaser shall have the opportunity to review the Amended Schedule 14D-9 prior to its being filed with the Commission. (c) The Company agrees that copies of such Schedule 14D-9 (excluding exhibits), inapplicable shall be enclosed with the Amended Offer Documents to be mailed by Purchaser to the stockholders of the Company in connection with the Amended Offer. Each of the Company, one the one hand, and Praxair and Purchaser, on the other hand, agrees promptly to correct any information provided by either of them for use in the Amended Schedule 14D- 9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Amended Schedule 14D-9 as so corrected to be filed with the Commission and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable federal securities laws; provided, however, that, subject to the provisions of Article IX, such recommendation may be withdrawn, modified or amended to the extent that the Board deems it necessary to do so in the exercise of its fiduciary and other legal obligations after being so advised by outside counsel. In connection with the Amended Offer, the MergerCompany will furnish Praxair and Purchaser with such information, this ---- Agreement, the Tender Agreement and any including lists of the transactions contemplated hereby stockholders of the Company, mailing labels and thereby lists of security positions, and (iii) electing, such assistance as Praxair or Purchaser or their agents may request in communicating the Amended Offer to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws record and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors has received the opinion of Credit Suisse First Boston Corporation (the "Financial Advisor") to the effect that, as beneficial holders of the date ----------------- of this Agreement, the Offer Consideration to be received in the Offer and the Merger by the holders of Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"Shares.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors at a meeting duly called and held has by a unanimous vote duly adopted resolutions (i) approving this Agreement, the Offer and the MergerMerger (as defined in Section 2.1), determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement Agreements and any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender AgreementAgreements. The Company further represents and warrants that the Board of Directors has received the oral opinion (which opinion will be confirmed by delivery of Credit Suisse First Boston Corporation a written opinion) of Xxxxxxx Xxxxx Xxxxxx Inc. (the "Financial Advisor") to the effect that, as of the date ----------------- of this Agreement, the Offer Consideration consideration to be received in the Offer and the Merger by the holders of shares of Common Stock (other than Purchaser and its affiliates) is fair, from a financial point of view, to such holders (other than the "Fairness Opinion"). Subject to the last sentence of this Section 1.3(a), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors described in the first sentence of this Section 1.3(a). The Company hereby represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion in its entirety of the Fairness Opinion (and, subject to prior review and consent by the Financial Advisor, references thereto) in the Offer to Purchase, the Schedule 14D-9 (as defined in Section 1.3(b)) and the Proxy Statement (as defined in Section 8.2(b)), if applicable. The Company has been advised by each of its directors and executive officers who owns shares of Common Stock that such person intends to tender all shares of Common Stock owned by such person pursuant to the Offer. The Board of Directors shall not withdraw, modify or amend its recommendations described above in a manner adverse to Purchaser (or announce publicly its intention to do so), except that the Board shall be permitted to withdraw, amend or modify its recommendation (or publicly announce its intention to do so) of this Agreement or the Merger in a manner adverse to Purchaser or approve or recommend or enter into an agreement with respect to a Superior Proposal (as defined in Section 8.9) in accordance and full compliance with the terms of Section 8.9 and Section 10.1(h). (b) The Company shall file with the SEC, concurrently with the filing of the Offer Documents with the SEC, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended or supplemented from time to time, the "Schedule 14D-9") containing the recommendations described in the first sentence of Section 1.3(a) (subject to the last sentence of Section 1.3(a)) and shall mail the Schedule 14D-9 to the stockholders of the Company. To the extent practicable, the Company shall cooperate with Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Purchaser and its affiliatescounsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Purchaser or Merger Sub for inclusion in the Schedule 14D-9. Each of the Company, Purchaser and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Purchaser and Merger Sub and their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) To the extent required by applicable federal securities law, each party hereto shall file all written communications, that are made public or otherwise supplied to third parties, with the SEC on or prior to the date the communication is first used. All such communications shall comply as to form and content, including bearing the appropriate legends, in all material respects with the applicable provisions of the federal securities laws. Each party agrees that, prior to any such filing or use of written communications, such party will provide the other party and their counsel the reasonable opportunity to review and comment on such communications and filings. (d) In connection with the "Fairness -------- Opinion"Offer, the Company shall cause its transfer agent to furnish promptly to Merger Sub mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, and to furnish copies of other information in the Company's possession or control regarding the non-objecting beneficial owners of Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Merger Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Purchaser and Merger Sub and each of their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall promptly deliver to the Company all copies of such information then in their possession or under their control.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer (as defined below), the Voting Agreements between Merger Sub and certain of the Company's stockholders pursuant to which, among other things, each such stockholder has agreed to vote all of his or its shares of the Common Stock of the Company, par value $.01 per share (the "Common Stock"), in favor of this Agreement and the Merger (the "Voting Agreements") and the Merger and represents and warrants that the Board of Directors of the Company (the "Board of Directors" or the "Board") at a meeting duly called and held has duly adopted, by a unanimous vote duly adopted (with one director not present), resolutions (i) approving this Agreement, the Offer and the MergerMerger which approval satisfies in full the requirements of the DGCL and the Certificate of Incorporation of the Company with respect to the requisite approval of the board of directors, (ii) approving the Voting Agreements for the purposes of Section 203 of the DGCL, and (iii) determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all approve the Merger and this Agreement; provided, that such recommendations may be withdrawn, modified or amended following receipt of their shares of Common Stock to Merger Sub and approve this Agreement and the transactions contemplated hereby, including the Offer and the Merger, an Acquisition Proposal (ii) taking all action necessary to render the restrictions set forth as defined in Section 203 8.1) if the Company has complied with the provisions of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender AgreementSection 8.1. The Company further represents and warrants that the Board of Directors has received the written opinion of Credit Suisse First Boston Corporation Hambxxxxx & Xuisx, XXC (the "Financial Advisor") to the effect that, as of the date ----------------- of this Agreementsuch opinion and subject to the limitations set forth therein, the proposed Merger Consideration (as defined below) or the Offer Consideration (as defined below), as the case may be, to be received in the Offer and the Merger by the holders of shares of Common Stock pursuant to the Merger and the Offer is fair, fair to such holders from a financial point of view, to such holders (other than Purchaser and its affiliates) view (the "Fairness -------- Opinion"). The Company hereby consents to the inclusion in the Proxy Statement (as defined below) and the Offer Documents (as defined below) of the recommendation of the Board of Directors described in the first sentence of this Section 1.4. The Company hereby represents and warrants that it has been authorized by the Financial Advisor to permit, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), references to the Fairness Opinion in the Offer Documents and the Schedule 14D-9 (as defined below) and the inclusion of the Fairness Opinion in the Proxy Statement.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company (the "BOARD OF DIRECTORS" or the "BOARD") at a meeting duly called and held has duly adopted, by a unanimous vote duly adopted vote, resolutions (i) approving this Agreement, the Offer and the MergerMerger (as hereinafter defined), determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to approve the Merger Sub and approve this Agreement Agreement, and the transactions contemplated hereby, including the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in (x) Section 203 of the Delaware General Corporation Law, as amended Law (the "DGCL"), (y) Article IX of the Company's Certificate of Incorporation, and (z) the Company's Rights Agreement, dated as of September 7, 1995, between the Company and First Union Bank of North Carolina, as trustee (the "RIGHTS AGREEMENT") inapplicable to the Offer, the Merger, Merger and this ---- Agreement, the Tender Agreement and or any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreementthereby. The Company further represents and warrants that the Board of Directors has received the written opinion of Credit Suisse First Boston Corporation Xxxxxxx Xxxxx & Co. (the "Financial AdvisorFINANCIAL ADVISOR") to that the effect that, as of the date ----------------- of this Agreement, the Offer Consideration proposed consideration to be received in by the holders of shares of Common Stock pursuant to the Offer and the Merger by the is fair to such holders of Common Stock is fair, from a financial point of viewview (the "FAIRNESS OPINION"). The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors described in the first sentence of this SECTION 1.3(A). The Company hereby represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion and references thereto, subject to prior review and consent by the Financial Advisor (such holders consent not to be unreasonably withheld) in the Offer Documents, the Schedule 14D-9 (other than as hereinafter defined) and the Proxy Statement (as hereinafter defined). (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "SCHEDULE 14D-9") containing the recommendations described in paragraph (a) above and shall mail the Schedule 14D-9 to the stockholders of the Company. To the extent practicable, the Company shall cooperate with Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Purchaser and its affiliatescounsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Purchaser or Merger Sub for inclusion in the Schedule 14D-9. Each of the Company, Purchaser and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Purchaser and Merger Sub and their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and with copies of any written responses and telephonic notification of any verbal responses by the Company or its counsel. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Merger Sub with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Merger Sub may reasonably request in communicating the "Fairness -------- Opinion"Offer to the Company's stockholders. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Purchaser and Merger Sub and each of their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall promptly deliver to the Company all copies of such information then in their possession. (d) Subject to the terms and conditions of this Agreement, if there shall occur a change in law or in a binding judicial interpretation of existing law which would, in the absence of action by the Company or the Board, prevent the Merger Sub, were it to acquire a specified percentage of the shares of Common Stock then outstanding, from approving and adopting this Agreement by its affirmative vote as the holder of a majority of shares of Common Stock and without the affirmative vote of any other stockholder, the Company will use its best efforts to promptly take or cause such action to be taken.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board board of Directors directors of the Company (the "BOARD OF DIRECTORS" or the "BOARD"), at a meeting duly called and held held, has duly adopted, by a unanimous vote duly adopted resolutions vote, resolutions: (i) approving this Agreement, the Offer and the MergerMerger (as hereinafter defined), (ii) determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and stockholders, (iii) recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to approve the Merger Sub and approve this Agreement and the transactions contemplated hereby, including the Offer and the MergerAgreement, (iiiv) taking all action necessary to render the restrictions set forth in (x) Section 203 of the Delaware General Corporation Law, as amended Law (the "DGCL") and (y) the Company's Amended and Restated Rights Agreement, dated as of September 18, 1998, between the Company and BankBoston, N.A., as rights agent (the "RIGHTS AGREEMENT"), inapplicable to the Offer, the Merger, this ---- the Tender and Option Agreement, dated as of May 27, 1999, among Purchaser, Merger Sub and each of the Tender persons listed on Schedule A thereto (the "OPTION AGREEMENT"), this Agreement and or any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreementthereby. The Company further represents and warrants that the Board of Directors has received the written opinion of Credit Suisse First Boston Corporation Broadview International LLC (the "Financial AdvisorFINANCIAL ADVISOR") to the effect that, as of the date ----------------- of this AgreementMay 25, 1999, the Offer Consideration consideration to be received in by the holders of shares of Common Stock pursuant to the Offer and the Merger by the is fair to such holders of Common Stock is fair, from a financial point of viewview (the "FAIRNESS OPINION"). The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors described in the first sentence of this SECTION 1.3(a). The Company hereby represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion and references thereto, subject to prior review and consent by the Financial Advisor (such holders consent not to be unreasonably withheld) in the Offer Documents, the Schedule 14D-9 (other than as hereinafter defined) and the Proxy Statement (as hereinafter defined). (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "SCHEDULE 14D-9") containing the recommendations described in SECTION 1.3(a) and shall mail the Schedule 14D-9 to the stockholders of the Company. To the extent practicable, the Company shall cooperate with Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Purchaser and its affiliatescounsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act. On the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent, Purchaser or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. The Company agrees to correct promptly, and each of Purchaser and Merger Sub agrees to notify the Company promptly as to, any information provided by it in writing specifically for inclusion in the Schedule 14D-9 if and to the extent such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to all of the holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Purchaser and its counsel in writing any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company shall use its reasonable best efforts, after consultation with Purchaser, to respond promptly to all such comments of and requests by the SEC. The Company shall provide Purchaser copies of any written responses and telephonic notification of any verbal responses by the Company and its counsel. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Merger Sub with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders and security position listings and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Merger Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent, Purchaser and Merger Sub and each of their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall promptly deliver to the Company all copies of such information then in their possession and otherwise treat such information as subject to the Confidentiality Agreement, between Purchaser and the Company, dated May 17, 1999 (the "Fairness -------- OpinionCONFIDENTIALITY AGREEMENT"). (d) Subject to the terms and conditions of this Agreement, if there shall occur a change in law or in a binding judicial interpretation of existing law which would, in the absence of action by the Company or the Board, prevent the Merger Sub, were it to acquire a specified percentage of the shares of Common Stock then outstanding, from approving and adopting this Agreement by its affirmative vote as the holder of a majority of shares of Common Stock and without the affirmative vote of any other stockholder, the Company will use its best efforts to promptly take or cause such action to be taken.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Special Committee has recommended that the Company Board of Directors approve the Offer and the Merger, and approve and authorize this Agreement, and the other transactions contemplated hereby and (ii) the Company Board at a meeting duly called and held has held, has, by a unanimous vote duly adopted resolutions of all directors and based on the recommendation of the Special Committee described in the preceding clause (i) duly adopted resolutions: (A) approving this Agreement, the Offer and the MergerMerger and approving and adopting this Agreement, (B) determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company and the Company's stockholders and stockholders, (C) recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to and, if approval is required by applicable law, approve the Merger Sub and approve and adopt this Agreement Agreement, and the transactions contemplated hereby, including the Offer and the Merger, (iiD) taking all action actions necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended Law (the "DGCL"), ) inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement and or any of the transactions contemplated hereby. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board and thereby the recommendation of the Special Committee described in the first sentence of this Section 1.3(a). The Company shall provide for inclusion in the Offer Documents any information reasonably requested by Parent or Purchaser, and (iii) electing, to the extent permitted requested by lawParent or Purchaser, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form the Company shall cooperate in the preparation of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender AgreementOffer Documents. The Company further represents and warrants that (i) the Board Special Committee has been duly authorized and constituted, and (ii) the Special Committee, at a meeting thereof duly called, determined that this Agreement, the Merger and the Offer are fair to and in the best interests of Directors has received the opinion stockholders of Credit Suisse First Boston Corporation the Company (other than the Parent and its affiliates). (b) As soon as reasonably practicable on the date of the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with all amendments and supplements thereto, "Financial AdvisorSchedule 14D-9") containing the recommendations of the Company Board and the Special Committee described in Section 1.3(a) and shall disseminate the Schedule 14D-9 to the effect thatstockholders of the Company to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal or state securities laws. To the extent practicable, the Company shall cooperate with Purchaser and/or Parent in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Parent, Purchaser and their counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act. On the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9. The Company agrees to correct promptly, and each of Parent and Purchaser agrees to notify the Company promptly as to, any information provided by it for use in the Schedule 14D-9, if and to the extent such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to all of the holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Parent and Purchaser and their counsel in writing any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company agrees to use its reasonable best efforts, after consultation with Parent, to respond promptly to all such comments of and requests by the SEC. The Company shall provide Parent copies of any written responses and telephonic notification of any verbal responses by the Company and its counsel. (c) In connection with the Offer, the Company shall promptly, or shall cause its transfer agent to promptly, furnish Purchaser with mailing labels containing the names and addresses of the record holders of Shares, each as of the most recent date ----------------- together with copies of all lists of stockholders and security position listings and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Purchaser such information and assistance (including updated lists of stockholders, security position listings and computer files) as Purchaser may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Purchaser shall hold in confidence the information contained in any of such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with Section 8.1, shall deliver to the Company all copies of such information then in their possession. (d) Subject to the terms and conditions of this Agreement, the Offer Consideration to be received if there shall occur a change in law or in a binding judicial interpretation of existing law which would, in the Offer and the Merger absence of action by the holders Company or the Company Board, prevent the Purchaser, were it to acquire a specified percentage of the shares of Common Stock is fairthen outstanding, from approving and adopting this Agreement by its affirmative vote as the holder of a financial point majority of viewshares of Common Stock and without the affirmative vote of any other stockholder, the Company will use its best efforts to promptly take or cause such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"action to be taken. ARTICLE 2

Actions by the Company. (a) The Company hereby approves of and consents to the Amended Offer and represents and warrants that (i) the Board by vote of Directors all directors at a meeting duly called and held has by a unanimous vote duly adopted resolutions held, has, in light of and subject to the terms and conditions set forth herein, unanimously (ix) approving this Agreement, determined that each of the Amended Offer and the Merger, determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders of the Company and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve (y) approved this Agreement and the transactions contemplated hereby, including the Amended Offer and the Merger, and recommends acceptance of the Amended Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company and (ii) taking all action necessary Merrxxx Xxxcx & Xo. ("Merrxxx Xxxcx") xnd Lehmxx Xxxthers Inc. ("Lehmxx Xxxs."), the Company's financial advisors, have rendered to render the restrictions set forth Board their respective opinions that the consideration to be received by the stockholders of the Company pursuant to the Amended Offer and the Merger is fair to such stockholders from a financial point of view. (b) The Company agrees that it shall, on the same day that Purchaser and Praxair file with the Commission an amendment to the Initial Offer Documents pursuant to Section 1.1 hereof, file with the Commission an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9, dated November 16, 1995 (including exhibits, as so amended, and as amended from time to time, the "Amended Schedule 14D-9"), which amendment shall include (i) subject to the proviso in the second sentence of Section 1.2(c), the recommendation described in Section 203 1.2(a) hereof and (ii) the information with respect to the Company and its officers and directors, (including any directors to be elected or appointed pursuant to Section 1.3 hereof) in form and substance satisfactory to Praxair and its counsel, that is required under Section 14(f) of the Delaware General Corporation LawSecurities Exchange Act of 1934, as amended (the "DGCLExchange Act") and Rule 14f-1 promulgated thereunder. In such connection, Praxair and Purchaser shall promptly furnish the Company with all information concerning their designees required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Praxair and Purchaser shall have the opportunity to review the Amended Schedule 14D-9 prior to its being filed with the Commission. (c) The Company agrees that copies of such Schedule 14D-9 (excluding exhibits), inapplicable shall be enclosed with the Amended Offer Documents to be mailed by Purchaser to the stockholders of the Company in connection with the Amended Offer. Each of the Company, on the one hand, and Praxair and Purchaser, on the other hand, agrees promptly to correct any information provided by either of them for use in the Amended Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Amended Schedule 14D-9 as so corrected to be filed with the Commission and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable federal securities laws; provided, however, that, subject to the provisions of Article IX, such recommendation may be withdrawn, modified or amended to the extent that the Board deems it necessary to do so in the exercise of its fiduciary and other legal obligations after being so advised by outside counsel. In connection with the Amended Offer, the MergerCompany will furnish Praxair and Purchaser with such information, this ---- Agreement, the Tender Agreement and any including lists of the transactions contemplated hereby stockholders of the Company, mailing labels and thereby lists of security positions, and (iii) electing, such assistance as Praxair or Purchaser or their agents may request in communicating the Amended Offer to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws record and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors has received the opinion of Credit Suisse First Boston Corporation (the "Financial Advisor") to the effect that, as beneficial holders of the date ----------------- of this Agreement, the Offer Consideration to be received in the Offer and the Merger by the holders of Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"Shares.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors Company Board, at a meeting duly called and held has by a unanimous vote duly adopted resolutions held, unanimously (i) approving adopted and approved this AgreementAgreement and approved the transactions contemplated hereby, including the Offer and the Merger, determining in accordance with the DGCL; (ii) declared that the Merger is advisable and that the terms of the Offer and the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Company's Company and the stockholders and of the Company (the “Company Stockholders”); (iii) adopted resolutions recommending that the Company's stockholders Company Stockholders accept the Offer, tender their Company Common Shares pursuant to the Offer and tender all of their shares of Common Stock to Merger Sub and approve adopt this Agreement and the transactions contemplated hereby, including the Offer and approve the Merger, if required (iithe “Company Board Recommendation”); provided, however, that the Company Board may withdraw, modify or amend the Company Board Recommendation as provided by Section 8.03 of this Agreement; and (iv) adopted resolutions taking all action other actions necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (DGCL and the "DGCL"), Rights inapplicable to each of the Offer, the Merger, Merger and the other transactions contemplated by this ---- Agreement, the Tender Agreement and any . None of the transactions contemplated hereby and thereby and (iii) electingaforesaid actions by the Company Board has been amended, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" rescinded or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors has received the opinion of Credit Suisse First Boston Corporation (the "Financial Advisor") to the effect that, modified as of the date ----------------- hereof. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation to the extent such Company Board Recommendation is not withheld or withdrawn in accordance with Section 8.03 of this Agreement. To the extent the foregoing recommendation has been amended or modified in accordance with Section 8.03 of this Agreement, the Company hereby consents to the inclusion of such recommendation, as so amended or modified, in the Offer Consideration Documents. The Company represents that it has obtained all necessary consents to permit the inclusion in its entirety of the fairness opinion of Xxxxxxx, Xxxxx & Co. in the Schedule 14D-9 (as defined below) and, in each case, as necessary, the proxy statement (including the form of proxies) or information statement relating to the vote of the Company Stockholders with respect to this Agreement (as amended, supplemented or modified, the “Proxy/Information Statement”). The Company has been advised by each of its directors and executive officers that each such person intends to tender all Company Common Shares owned by such person pursuant to the Offer. (b) On the Offer Commencement Date, the Company shall file with the SEC and (following or contemporaneously with the initial dissemination of the Offer Documents to holders of Company Common Shares to the extent required by applicable federal securities laws) disseminate to holders of Company Common Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 8.03, shall contain the Company Board Recommendation. Except in connection with an Adverse Recommendation Change made in accordance with Section 8.03, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC. The Company shall: (i) promptly provide Parent and its counsel with a copy of any written comments and a description of any oral comments received by the Company (or its counsel) from the SEC or its staff with respect to the Schedule 14D-9 and (ii) except with respect to any disclosure made relating to an Adverse Recommendation Change in accordance with Section 8.03, give Parent and its counsel a reasonable opportunity to review and comment on any response formulated in connection with such comments prior to the filing thereof with the SEC. The Company shall respond as promptly as reasonably practicable to any comments of the SEC or its staff with respect to the Schedule 14D-9. The Company shall cause the Schedule 14D-9 to (i) comply in all material respects with the requirements of the Exchange Act and (ii) on the date filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be received stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by the Company with respect to information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Schedule 14D-9. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder: (A) each of Parent, Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if such information shall have become false or misleading in any material respect and (B) the Company shall use reasonable best efforts to promptly cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of Company Common Shares. Parent and Purchaser shall promptly furnish to the Company all information relating to Parent and Purchaser required by the Exchange Act to be set forth in the Schedule 14D-9. To the extent requested by the Company, Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Company Stockholders together with the Offer Documents disseminated to the Company Stockholders. (c) In connection with the Offer, the Company shall instruct its transfer agent to promptly furnish to Purchaser a true and correct list, as of the most recent practicable date, of the record holders of Company Common Shares and their addresses, as well as mailing labels containing such names and addresses. The Company will furnish Purchaser with such additional information (including any security position listings in the Company’s possession or reasonably obtainable by the Company and any updated lists of stockholders, mailing labels and security positions) and assistance as Purchaser may reasonably request for purposes of communicating the Offer to the record holders and beneficial holders of Company Common Shares. All information furnished in accordance with this Section 2.03(c) shall be held in confidence by Parent and Purchaser in accordance with the requirements of the Confidentiality Agreement, and shall be used by Parent and Purchaser only in connection with the communication of the Offer and the dissemination of any Proxy/Information Statement relating to the Merger by to the holders of Company Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"Shares.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Special Committee has recommended that the Company Board of Directors approve the Offer and the Merger, and approve and authorize this Agreement, and the other transactions contemplated hereby and (ii) the Company Board at a meeting duly called and held has held, has, by a unanimous vote duly adopted resolutions of all directors and based on the recommendation of the Special Committee described in the preceding clause (i) duly adopted resolutions: (A) approving this Agreement, the Offer and the MergerMerger and approving and adopting this Agreement, (B) determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company and the Company's stockholders and stockholders, (C) recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to and, if approval is required by applicable law, approve the Merger Sub and approve and adopt this Agreement Agreement, and the transactions contemplated hereby, including the Offer and the Merger, (iiD) taking all action actions necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended Law (the "DGCL"), ) inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement and or any of the transactions contemplated hereby. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board and thereby the recommendation of the Special Committee described in the first sentence of this SECTION 1.3(A). The Company shall provide for inclusion in the Offer Documents any information reasonably requested by Parent or Purchaser, and (iii) electing, to the extent permitted requested by lawParent or Purchaser, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form the Company shall cooperate in the preparation of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender AgreementOffer Documents. The Company further represents and warrants that (i) the Board Special Committee has been duly authorized and constituted, and (ii) the Special Committee, at a meeting thereof duly called, determined that this Agreement, the Merger and the Offer are fair to and in the best interests of Directors has received the opinion stockholders of Credit Suisse First Boston Corporation the Company (other than the Parent and its affiliates). (b) As soon as reasonably practicable on the date of the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, together with all amendments and supplements thereto, "Financial AdvisorSCHEDULE 14D-9") containing the recommendations of the Company Board and the Special Committee described in SECTION 1.3(A) and shall disseminate the Schedule 14D-9 to the effect thatstockholders of the Company to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable federal or state securities laws. To the extent practicable, the Company shall cooperate with Purchaser and/or Parent in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Parent, Purchaser and their counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act. On the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9. The Company agrees to correct promptly, and each of Parent and Purchaser agrees to notify the Company promptly as to, any information provided by it for use in the Schedule 14D-9, if and to the extent such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to all of the holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Parent and Purchaser and their counsel in writing any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company agrees to use its reasonable best efforts, after consultation with Parent, to respond promptly to all such comments of and requests by the SEC. The Company shall provide Parent copies of any written responses and telephonic notification of any verbal responses by the Company and its counsel. (c) In connection with the Offer, the Company shall promptly, or shall cause its transfer agent to promptly, furnish Purchaser with mailing labels containing the names and addresses of the record holders of Shares, each as of the most recent date ----------------- together with copies of all lists of stockholders and security position listings and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Purchaser such information and assistance (including updated lists of stockholders, security position listings and computer files) as Purchaser may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Parent and Purchaser shall hold in confidence the information contained in any of such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with Section 8.1, shall deliver to the Company all copies of such information then in their possession. (d) Subject to the terms and conditions of this Agreement, the Offer Consideration to be received if there shall occur a change in law or in a binding judicial interpretation of existing law which would, in the Offer and the Merger absence of action by the holders Company or the Company Board, prevent the Purchaser, were it to acquire a specified percentage of the shares of Common Stock is fairthen outstanding, from approving and adopting this Agreement by its affirmative vote as the holder of a financial point majority of viewshares of Common Stock and without the affirmative vote of any other stockholder, the Company will use its best efforts to promptly take or cause such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"action to be taken.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company (the "Board of Directors" or the "Board") at a meeting duly called and held has by a unanimous vote duly adopted resolutions (i) approving this Agreement, the Offer (if made) and the Merger, determining that the Merger is advisable and that the terms of the Offer (if made) and the Merger are fair to, and in the best interests of, the Company and the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub (if made) and approve the Merger and this Agreement Agreement, and the transactions contemplated hereby, including the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in so that Section 203 of the Delaware General Corporation LawDGCL and the Company's Rights Agreement, dated as of October 24, 1989, between the Company and First Chicago Trust Company of New York, as amended rights agent (the "DGCLRights Agreement"), are and, through the Effective Time, will be inapplicable to to, and have no adverse effect on, Purchaser and Merger Sub, the Offer, the Merger, this ---- Agreement, the Tender Agreement and or any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreementhereby. The Company further represents and warrants that the Board of Directors has received the written opinion of Credit Suisse First Boston Corporation Xxxxxx Xxxxxxx & Co. Inc. (the "Financial Advisor") to that the effect that, as of the date ----------------- of this Agreement, the Offer Consideration proposed consideration to be received in the Offer and the Merger by the holders of shares of Common Stock pursuant to the Offer (if made) and the Merger is fair, fair to such holders from a financial point of view, to such holders (other than Purchaser and its affiliates) view (the "Fairness -------- Opinion"). The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors described in the first sentence of this Section 5.3(a). The Company hereby represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion and references thereto, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), in the Offer Documents, the Schedule 14D-9 and the Proxy Statement. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendations described in Section 5.3(a) and shall disseminate the Schedule 14D-9 to the stockholders of the Company as required by Rule 14d- 9 promulgated under the Exchange Act. To the extent practicable, the Company shall cooperate with Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Purchaser and its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Purchaser or Merger Sub for inclusion in the Schedule 14D-9. Each of the Company, Purchaser and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Purchaser and Merger Sub and their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Merger Sub with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Merger Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Purchaser and Merger Sub and each of their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall promptly deliver to the Company all copies of such information then in their possession or under their control. (d) Subject to the terms and conditions of this Agreement, if there shall occur a change in law or in a binding judicial interpretation of existing law which would, in the absence of action by the Company or the Board, prevent Merger Sub, were it to acquire a specified percentage of the shares of Common Stock then outstanding, from approving and adopting this Agreement by its affirmative vote as the holder of a majority of shares of Common Stock and without the affirmative vote of any other stockholder, the Company will use its reasonable best efforts to promptly take or cause such action to be taken.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors at a meeting duly called and held has by a unanimous vote duly adopted resolutions will: (i) approving this Agreement, the Offer and the Merger, determining that the Merger is advisable and that the terms within ten days of the Offer and Merger are fair toClosing, and file with the applicable Canadian Securities Commissions any reports required to be filed by Securities Laws, including under NI 45-106, in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve connection with this Agreement and the transactions contemplated hereby, including by this Agreement in the Offer and the Merger, required form; and (ii) taking ensure that the distribution of the Units will fully comply, in all action material respects, with the requirements of Securities Laws. (b) The Company will, from and including the date of this Agreement through to and including the Closing: (i) except (i) as expressly contemplated by this Agreement or (ii) as the Strategic Investor shall otherwise consent in writing, the Company shall conduct its business in the ordinary course of business consistent with past practices and with Good Industry Practice; (ii) do all such acts and things necessary to render the restrictions set forth in Section 203 ensure that all of the Delaware General Corporation Lawrepresentations and warranties of the Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain true and correct in all material respects (except those representations and warranties which are qualified by materiality or by reference to Material Adverse Effect, as amended which shall be true and correct in all respects) and not do any such act or thing that would render any representation or warranty of the Company contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement materially untrue or incorrect; (iii) permit the "DGCL"), inapplicable Strategic Investor and its legal counsel to participate fully in the Offer, the Merger, preparation of any documents relating to this ---- Agreement, the Tender Agreement and any of the transactions contemplated hereby and thereby and herein; (iiiiv) electing, promptly send to the extent permitted Strategic Investor and its legal counsel copies of all correspondence and filings to and correspondence from the Canadian Securities Commissions or the CSE relating to the transactions contemplated by lawthis Agreement; and (v) not (A) take any action (including entering into any agreement) in respect of, not to be subject (B) participate in any discussions or negotiations regarding, (C) furnish to any "moratorium," "control share acquisition," "business combination," "fair price" Person any information with respect to, or (D) otherwise cooperate in any manner with, or assist or participate in, or facilitate or encourage, an effort or attempt by any other form of corporate anti-takeover laws and regulations of Person to complete any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors has received the opinion of Credit Suisse First Boston Corporation (the "Financial Advisor") to the effect that, as of the date ----------------- of this Agreement, the Offer Consideration to be received in the Offer and the Merger by the holders of Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"Equity Financing.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors at a meeting duly called and held has by a unanimous vote duly adopted resolutions (i) approving this Agreement, the Offer and the MergerMerger (as defined in Section 2.1), determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors has received the written opinion of Credit Suisse First Boston Corporation U.S. Bancorp Pipex Xxxxxxx Xxx. (the "Financial Advisor") to that the effect that, as of the date ----------------- of this Agreement, the Offer Consideration consideration to be received in pursuant to the Offer and the Merger by is fair to the holders of Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) from a financial point of view (the "Fairness -------- Opinion"). Subject to the last sentence of this Section 1.3(a), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors described in the first sentence of this Section 1.3(a). The Company hereby represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion and references thereto, subject to prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld) in the Offer Documents, the Schedule 14D-9 (as defined in Section 1.3(b)) and the Proxy Statement (as defined in Section 8.2(b)). The

Actions by the Company. (a) The Company hereby approves of and consents to the Amended Offer and represents and warrants that (i) the Board by vote of Directors all directors at a meeting duly called and held has by a unanimous vote duly adopted resolutions held, has, in light of and subject to the terms and conditions set forth herein, unanimously (ix) approving this Agreement, determined that each of the Amended Offer and the Merger, determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders of the Company and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve (y) approved this Agreement and the transactions contemplated hereby, including the Amended Offer and the Merger, and recommends acceptance of the Amended Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company and (ii) taking all action necessary Xxxxxxx Xxxxx & Co. ("Xxxxxxx Xxxxx") and Xxxxxx Brothers Inc. ("Xxxxxx Bros."), the Company's financial advisors, have rendered to render the restrictions set forth Board their respective opinions that the consideration to be received by the stockholders of the Company pursuant to the Amended Offer and the Merger is fair to such stockholders from a financial point of view. (b) The Company agrees that it shall, on the same day that Purchaser and Praxair file with the Commission an amendment to the Initial Offer Documents pursuant to Section 1.1 hereof, file with the Commission an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9, dated November 16, 1995 (including exhibits, as so amended, and as amended from time to time, the "Amended Schedule 14D-9"), which amendment shall include (i) subject to the proviso in the second sentence of Section 1.2(c), the recommendation described in Section 203 1.2(a) hereof and (ii) the information with respect to the Company and its officers and directors, (including any directors to be elected or appointed pursuant to Section 1.3 hereof) in form and substance satisfactory to Praxair and its counsel, that is required under Section 14(f) of the Delaware General Corporation LawSecurities Exchange Act of 1934, as amended (the "DGCLExchange Act") and Rule 14f-1 promulgated thereunder. In such connection, Praxair and Purchaser shall promptly furnish the Company with all information concerning their designees required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder. Praxair and Purchaser shall have the opportunity to review the Amended Schedule 14D-9 prior to its being filed with the Commission. 5 (c) The Company agrees that copies of such Schedule 14D-9 (excluding exhibits), inapplicable shall be enclosed with the Amended Offer Documents to be mailed by Purchaser to the stockholders of the Company in connection with the Amended Offer. Each of the Company, one the one hand, and Praxair and Purchaser, on the other hand, agrees promptly to correct any information provided by either of them for use in the Amended Schedule 14D- 9 if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Amended Schedule 14D-9 as so corrected to be filed with the Commission and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable federal securities laws; provided, however, that, subject to the provisions of Article IX, such recommendation may be withdrawn, modified or amended to the extent that the Board deems it necessary to do so in the exercise of its fiduciary and other legal obligations after being so advised by outside counsel. In connection with the Amended Offer, the MergerCompany will furnish Praxair and Purchaser with such information, this ---- Agreement, the Tender Agreement and any including lists of the transactions contemplated hereby stockholders of the Company, mailing labels and thereby lists of security positions, and (iii) electing, such assistance as Praxair or Purchaser or their agents may request in communicating the Amended Offer to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws record and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors has received the opinion of Credit Suisse First Boston Corporation (the "Financial Advisor") to the effect that, as beneficial holders of the date ----------------- of this Agreement, the Offer Consideration to be received in the Offer and the Merger by the holders of Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"Shares.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Special Committee has recommended that the Company Board of Directors approve the Offer and the Merger, and approve and authorize this Agreement, and the other transactions contemplated hereby and (ii) the Company Board at a meeting duly called and held has held, has, by a unanimous vote duly adopted resolutions of all directors and based on the recommendation of the Special Committee described in the preceding clause (i) duly adopted resolutions: (A) approving this Agreement, the Offer and the MergerMerger and approving and adopting this Agreement, (B) determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company and the Company's stockholders (other than the Purchaser and the Cherry Family Members), and (C) recommending that the Company's stockholders (other than the Purchaser and the Cherry Family Members) accept the Offer and tender all of their shares of Common Stock to and, if approval is required by applicable law, approve the Merger Sub and approve and adopt this Agreement Agreement. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board and the transactions contemplated hereby, including recommendation of the Special Committee described in the first sentence of this SECTION 1.3(a). The Company shall provide for inclusion in the Offer Documents any information reasonably requested by Xxxxxxxxx, and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted requested by lawPurchaser, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form the Company shall cooperate in the preparation of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender AgreementOffer Documents. The Company further represents and warrants that (i) the Special Committee has been duly authorized and constituted, and (ii) the Special Committee, at a meeting thereof duly called, determined that this Agreement, the Merger and the Offer are fair to and in the best interests of the stockholders of the Company (other than the Purchaser and the Cherry Family Members). Nothing in this Agreement shall limit the right of the Special Committee or the Board of Directors has received to withdraw, amend or modify its recommendation of the opinion Offer, the Merger or this Agreement (or publicly announce its intention to do so) if a Superior Proposal (as defined below) shall have been proposed and if with respect thereto the Special Committee or the Board of Credit Suisse First Boston Corporation Directors determines in good faith (after consultation with its legal counsel) that the "Financial Advisor") failure to take such action would be inconsistent with its fiduciary duties to the effect that, as stockholders of the date ----------------- Company. It is agreed that the public announcement of this Agreementthe receipt of an Alternative Proposal or that the Special Committee or the Board of Directors is considering such Alternative Proposal shall not constitute such withdrawal, the Offer Consideration to be received in the Offer and the Merger by the holders of Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"amendment or modification.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Special Committee has recommended that the Company Board of Directors approve the Offer and the Merger, and approve and authorize this Agreement, and the other transactions contemplated hereby and (ii) the Company Board at a meeting duly called and held has by a unanimous vote held, has, based on the recommendation of the Special Committee described in the preceding clause (i), duly adopted resolutions resolutions: (iA) approving this Agreement, the Offer and the MergerMerger and approving and adopting this Agreement, (B) determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company and the Company's stockholders stockholders, and (C) recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to and, if approval is required by applicable law, approve the Merger Sub and approve and adopt this Agreement Agreement. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board and the transactions contemplated hereby, including recommendation of the Special Committee described in the first sentence of this SECTION 1.3(a). The Company shall provide for inclusion in the Offer Documents any information reasonably requested by Purchaser, and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted requested by lawPurchaser, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form the Company shall cooperate in the preparation of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender AgreementOffer Documents. The Company further represents and warrants that (i) the Board of Directors Special Committee has received been duly authorized and constituted, and (ii) the opinion of Credit Suisse First Boston Corporation (the "Financial Advisor") to the effect thatSpecial Committee, as of the date ----------------- of at a meeting thereof duly called, determined that this Agreement, the Merger and the Offer Consideration are fair to be received and in the Offer and best interests of the Merger by stockholders of the holders of Common Stock is fair, from a financial point of view, to such holders Company (other than Purchaser and its affiliates). (b) As soon as reasonably practicable on the date of the commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14d-9 with respect to the Offer (such Schedule 14d-9, together with all amendments and supplements thereto, "SCHEDULE 14D-9") containing the recommendations of the Company Board and the Special Committee described in SECTION 1.3(a) and shall disseminate the Schedule 14D-9 to the stockholders of the Company to the extent required by Rule 14D-9 promulgated under the Exchange Act and any other applicable federal or state securities laws. To the extent practicable, the Company shall cooperate with Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Purchaser and its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act. On the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Purchaser for inclusion in the Schedule 14D- 9. The Company agrees to correct promptly, and Purchaser agrees to notify the Company promptly as to, any information provided by it for use in the Schedule 14D-9, if and to the extent such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to all of the holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Purchaser and its counsel in writing any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company agrees to use its reasonable best efforts, after consultation with Purchaser, to respond promptly to all such comments of and requests by the SEC. The Company shall provide Purchaser copies of any written responses and telephonic notification of any verbal responses by the Company and its counsel. (c) In connection with the Offer, the Company shall promptly, or shall cause its transfer agent to promptly, furnish Purchaser with mailing labels containing the names and addresses of the record holders of Shares, each as of the most recent date together with copies of all lists of stockholders and security position listings and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Purchaser such information and assistance (including updated lists of stockholders, security position listings and computer files) as Purchaser may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Purchaser shall hold in confidence the information contained in any of such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated in accordance with Section 8.1, shall deliver to the Company all copies of such information then in their possession. (d) Contemporaneously with the consummation of the Offer, the Company shall make a loan (the "Fairness -------- OpinionLOAN") to the extent not prohibited by applicable law to Purchaser in an amount sufficient to allow Purchaser to acquire all of the shares of Common Stock pursuant to the Offer. Purchaser shall pledge all shares of Common Stock held by Purchaser as security for the Loan to the extent such pledge is not prohibited by applicable law and to the extent such pledge would not render the Loan violative of applicable law. The Loan will bear interest at a rate equal to the Company's cost of funds which shall be payable in arrears on maturity. The Loan will have a maturity of 120 days, unless extended by the Company and Purchaser.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company (the "BOARD OF DIRECTORS" or the "BOARD") at a meeting duly called and held has duly adopted, by a unanimous vote duly adopted vote, resolutions (i) approving this Agreement, the Offer and the MergerMerger (as hereinafter defined), determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender approve the Merger and this Agreement inapplicable to the Offer, the Merger and this Agreement or any of the transactions contemplated hereby or thereby. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors described in the first sentence of this SECTION 1.3(a). (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "SCHEDULE 14D-9") containing the recommendations described in paragraph (a) above and shall mail the Schedule 14D-9 to the stockholders of the Company. To the extent practicable, the Company shall cooperate with Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Purchaser and its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of their shares the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstance xxxxxx which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Purchaser or Merger Sub for inclusion in the Schedule 14D-9. Each of the Company, Purchaser and Merger Sub (c) In connection with the Offer, the Company shall cause its transfer agent to furnish Merger Sub with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to Merger Sub such information and approve this Agreement assistance (including updated lists of stockholders, security position listings and computer files) as Merger Sub may reasonably request in communicating the transactions contemplated herebyOffer to the Company's stockholders. Subject to the requirements of law, including and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, (ii) taking all action necessary to render Purchaser and Merger Sub and each of their affiliates and associates shall hold in confidence the restrictions set forth information contained in Section 203 any of such labels, lists and files, shall use such information only in connection with the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, Offer and the Merger, and, if this ---- AgreementAgreement is terminated, the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing, shall promptly deliver to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form Company all copies of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors has received the opinion of Credit Suisse First Boston Corporation such information then in their possession. (the "Financial Advisor"d) Subject to the effect that, as of the date ----------------- terms and conditions of this Agreement, the Offer Consideration to be received if there shall occur a change in law or in a binding judicial interpretation of existing law which would, in the Offer and the Merger absence of action by the holders Company or the Board, prevent the merger Sub, were it to acquire a specified percentage of the shares of Common Stock is fairthen outstanding, from approving and adopting this Agreement by its affirmative vote as the holder of a financial point majority of viewshares of Common Stock and without the affirmative vote of any other stockholder, the Company will use its best efforts to promptly take or cause such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"action to be taken.

Actions by the Company. (a) The Company (following the unanimous recommendation of the Special Committee) hereby approves of and consents to the Offer and represents and warrants that the Board of Directors Company Board, at a meeting duly called and held has by a (following the unanimous vote duly adopted resolutions recommendation of the Special Committee), unanimously (i) approving this Agreement, the Offer and the Merger, determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve approved this Agreement and approved the transactions contemplated hereby, including the Offer and the Merger, Merger in accordance with the DGCL; (ii) declared that the Offer and the Merger and the other transactions contemplated by this Agreement are fair to, in the best interests of, and advisable to, the Company and the Company Stockholders; (iii) adopted resolutions recommending that the Company Stockholders accept the Offer, tender their Company Common Shares pursuant to the Offer and adopt this Agreement and approve the Merger, if required (the “Company Board Recommendation”); provided, however, that the Company Board may withdraw, modify or amend the Company Board Recommendation as provided by Section 8.03 of this Agreement; and (iv) adopted resolutions taking all action other actions necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), DGCL inapplicable to each of the Offer, the Merger, this ---- Agreement, the Tender Agreement Merger and any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The None of the aforesaid actions by the Company further represents and warrants that the Board of Directors has received the opinion of Credit Suisse First Boston Corporation (the "Financial Advisor") to the effect thatbeen amended, rescinded or modified as of the date ----------------- hereof. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation to the extent such Company Board Recommendation is not withdrawn in accordance with Section 8.03 of this Agreement. To the extent the foregoing recommendation is amended or modified in accordance with Section 8.03 of this Agreement, the Company hereby consents to the inclusion of such recommendation, as so amended or modified, in the Offer Consideration Documents. The Company represents that it has obtained all necessary consents to permit the inclusion in its entirety of the fairness opinions of Bear, Xxxxxxx & Co. Inc. and Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Financial Advisors, Inc. in the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) and, in each case, as necessary, the proxy statement (including the form of proxies) or information statement relating to the vote of the Company Stockholders (if any) with respect to this Agreement (as amended, supplemented or modified, the “Proxy/Information Statement”). (a) On the Offer Commencement Date, the Company shall file with the SEC and (following or contemporaneously with the initial dissemination of the Offer Documents to holders of Company Common Shares to the extent required by applicable federal securities laws) disseminate to holders of Company Common Shares the Schedule 14D-9 that, subject to Section 8.03, shall contain the Company Board Recommendation. Except in connection with an Adverse Recommendation Change made in accordance with Section 8.03, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC. The Company shall, except with respect to any disclosure made relating to an Adverse Recommendation Change in accordance with Section 8.03: (i) promptly provide Parent and its counsel with a copy of any written comments and a description of any oral comments received by the Company (or its counsel) from the SEC or its staff with respect to the Schedule 14D-9, (ii) give Parent and its counsel a reasonable opportunity to review and comment on any response formulated in connection with such comments prior to the filing thereof with the SEC, and (iii) respond promptly to any such comments. The Company agrees that the Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be received stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no covenant is made by the Company with respect to information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Schedule 14D-9. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder: (A) each of Parent, Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if such information shall have become false or misleading in any material respect, and (B) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC. The Buyer Parties shall promptly furnish to the Company all information concerning Parent or Purchaser that may be reasonably requested in connection with any action contemplated by this Section 2.03(a). To the extent requested by the Company, Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Company’s Stockholders together with the Offer Documents disseminated to the Company’s Stockholders. (b) In connection with the Offer, the Company shall instruct its transfer agent to furnish to Purchaser a list, as of the most recent practicable date, of the record holders of Company Common Shares and their addresses, as well as mailing labels containing such names and addresses. The Company will furnish Purchaser with such additional information (including any security position listings in the Company’s possession or reasonably obtainable by the Company) and assistance as Purchaser may reasonably request for purposes of communicating the Offer to the record holders and beneficial holders of Company Common Shares. All information furnished in accordance with this Section 2.03(b) shall be held in confidence by the Buyer Parties in accordance with the requirements of the Confidentiality Agreement, and shall be used by the Buyer Parties only in connection with the communication of the Offer and the dissemination of any Proxy/Information Statement relating to the Merger by to the holders of Company Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"Shares.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors Company Board, at a meeting duly called and held has by a unanimous vote duly adopted resolutions held, unanimously (i) approving adopted and approved this AgreementAgreement and approved the transactions contemplated hereby, including the Offer and the Merger, determining in accordance with the DGCL; (ii) declared that the Merger is advisable and that the terms of the Offer and the Merger and the other transactions contemplated by this Agreement are fair to, and in the best interests of, the Company's Company and the stockholders and of the Company (the “Company Stockholders”); (iii) adopted resolutions recommending that the Company's stockholders Company Stockholders accept the Offer, tender their Company Common Shares pursuant to the Offer and tender all of their shares of Common Stock to Merger Sub and approve adopt this Agreement and the transactions contemplated hereby, including the Offer and approve the Merger, if required (iithe “Company Board Recommendation”); provided, however, that the Company Board may withdraw, modify or amend the Company Board Recommendation as provided by Section 8.03 of this Agreement; and (iv) adopted resolutions taking all action other actions necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (DGCL and the "DGCL"), Rights inapplicable to each of the Offer, the Merger, Merger and the other transactions contemplated by this ---- Agreement, the Tender Agreement and any . None of the transactions contemplated hereby and thereby and (iii) electingaforesaid actions by the Company Board has been amended, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" rescinded or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors has received the opinion of Credit Suisse First Boston Corporation (the "Financial Advisor") to the effect that, modified as of the date ----------------- hereof. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation to the extent such Company Board Recommendation is not withheld or withdrawn in accordance with Section 8.03 of this Agreement. To the extent the foregoing recommendation has been amended or modified in accordance with Section 8.03 of this Agreement, the Company hereby consents to the inclusion of such recommendation, as so amended or modified, in the Offer Consideration Documents. The Company represents that it has obtained all necessary consents to permit the inclusion in its entirety of the fairness opinion of Xxxxxxx, Xxxxx & Co. in the Schedule 14D-9 (as defined below) and, in each case, as necessary, the proxy statement (including the form of proxies) or information statement relating to the vote of the Company Stockholders with respect to this Agreement (as amended, supplemented or modified, the “Proxy/Information Statement”). The Company has been advised by each of its directors and executive officers that each such person intends to tender all Company Common Shares owned by such person pursuant to the Offer. (b) On the Offer Commencement Date, the Company shall file with the SEC and (following or contemporaneously with the initial dissemination of the Offer Documents to holders of Company Common Shares to the extent required by applicable federal securities laws) disseminate to holders of Company Common Shares a Solicitation/Recommendation Statement on Schedule 14D−9 (together with any amendments or supplements thereto, the “Schedule 14D−9”) that, subject to Section 8.03, shall contain the Company Board Recommendation. Except in connection with an Adverse Recommendation Change made in accordance with Section 8.03, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D−9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC. The Company shall: (i) promptly provide Parent and its counsel with a copy of any written comments and a description of any oral comments received by the Company (or its counsel) from the SEC or its staff with respect to the Schedule 14D−9 and (ii) except with respect to any disclosure made relating to an Adverse Recommendation Change in accordance with Section 8.03, give Parent and its counsel a reasonable opportunity to review and comment on any response formulated in connection with such comments prior to the filing thereof with the SEC. The Company shall respond as promptly as reasonably practicable to any comments of the SEC or its staff with respect to the Schedule 14D−9. The Company shall cause the Schedule 14D−9 to (i) comply in all material respects with the requirements of the Exchange Act and (ii) on the date filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be received stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no covenant is made by the Company with respect to information supplied by or on behalf of Parent or Purchaser for inclusion or incorporation by reference in the Schedule 14D-9. To the extent required by the applicable requirements of the Exchange Act and the rules and regulations thereunder: (A) each of Parent, Purchaser and the Company shall promptly correct any information provided by it for use in the Schedule 14D−9 if such information shall have become false or misleading in any material respect and (B) the Company shall use reasonable best efforts to promptly cause the Schedule 14D−9, as supplemented or amended to correct such information, to be filed with the SEC and to be disseminated to holders of Company Common Shares. Parent and Purchaser shall promptly furnish to the Company all information relating to Parent and Purchaser required by the Exchange Act to be set forth in the Schedule 14D−9. To the extent requested by the Company, Parent shall cause the Schedule 14D−9 to be mailed or otherwise disseminated to the Company Stockholders together with the Offer Documents disseminated to the Company Stockholders. (c) In connection with the Offer, the Company shall instruct its transfer agent to promptly furnish to Purchaser a true and correct list, as of the most recent practicable date, of the record holders of Company Common Shares and their addresses, as well as mailing labels containing such names and addresses. The Company will furnish Purchaser with such additional information (including any security position listings in the Company’s possession or reasonably obtainable by the Company and any updated lists of stockholders, mailing labels and security positions) and assistance as Purchaser may reasonably request for purposes of communicating the Offer to the record holders and beneficial holders of Company Common Shares. All information furnished in accordance with this Section 2.03(c) shall be held in confidence by Parent and Purchaser in accordance with the requirements of the Confidentiality Agreement, and shall be used by Parent and Purchaser only in connection with the communication of the Offer and the dissemination of any Proxy/Information Statement relating to the Merger by to the holders of Company Common Stock is fair, from a financial point of view, to such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"Shares.

Actions by the Company. (a) The Company hereby approves of this Agreement and recommends and consents to the Offer and represents and warrants that the Company's Supervisory Board and the Company's Board of Directors Management (each, a "Board"), at a meeting meetings duly called and held has by a unanimous vote held, have duly adopted resolutions resolutions: (i) (1) approving by the Board of Management agreeing to this Agreement, the Offer Agreement and the Mergerother transactions contemplated hereby and (2) by the Supervisory Board approving the Board of Management's resolution to agree to enter into this Agreement and the other transactions contemplated hereby and to recommend the Offer, (ii) determining that the Merger this Agreement is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders shareholders and other relevant constituencies, its Subsidiaries and the enterprises carried on by itself and its Subsidiaries and (iii) recommending that the Company's stockholders shareholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents represents, warrants and warrants confirms that the Board of Directors has Boards have received the written opinion of Credit Suisse First Boston Corporation Lazard Freres & Co. LLC (the "Financial Advisor") to that the effect that, as of the date ----------------- of this Agreement, the Offer Consideration proposed consideration to be received in the Offer and the Merger by the holders of Common Stock Shares pursuant to the Offer is fair, fair to such holders from a financial point of view, to such holders (other than Purchaser and its affiliates) view (the "Fairness -------- Opinion"). The Company hereby represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion and references thereto, subject to prior review and consent by the Financial Advisor in the Company's Schedule 14D-9. In consultation with the Parent, the Company shall inform the Trade Unions and request the advice of the Works Councils. (b) On the date the Offer Documents are filed with the SEC, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, the "Schedule 14D-9") containing the recommendations described in Section 1.3(a) and shall mail the Schedule 14D-9 to the shareholders of the Company to the extent required by the Exchange Act. To the extent practicable, the Company shall cooperate with Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's shareholders. Purchaser and its counsel shall be given an opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act. On the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent, Purchaser or Offer Sub for inclusion in the Schedule 14D-9. The Company agrees to correct promptly, and each of Parent, Purchaser and Offer Sub agrees to notify the Company promptly as to, any information provided by it for use in the Schedule 14D-9 if and to the extent such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to all of the holders of Common Shares, in each case as and to the extent required by applicable federal securities Laws. The Company agrees to provide Purchaser and Offer Sub and their counsel in writing any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. The Company agrees to use its reasonable best efforts, after consultation with Purchaser, to respond promptly to all such comments of and requests by the SEC. The Company shall provide Purchaser copies of any written responses and telephonic notification of any verbal responses by the Company and its counsel. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish, to the extent available, Offer Sub with mailing labels containing the names and addresses of the record holders of Common Shares as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders and security position listings and all other information in the Company's possession or control regarding the beneficial owners of Common Shares, and shall furnish to Offer Sub such information and assistance (including updated lists of shareholders, security position listings and computer files) as Offer Sub may reasonably request in communicating the Offer to the Company's shareholders.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board board of Directors directors of the Company (the “Company Board”), at a meeting duly called and held has by a unanimous vote held, unanimously duly adopted resolutions (i) approving and declaring the advisability of this Agreement, the Offer (ii) approving this Agreement and the MergerTransactions (such approval having been made in accordance with the DGCL, including for purposes of Section 203 thereof), (iii) determining that this Agreement and the Merger is advisable and that the terms of the Offer and Merger are Transactions to be advisable, fair to, to and in the best interests ofof the Company and the stockholders of the Company (the “Company Stockholders”) and (iv) recommending that, on the terms and subject to the conditions set forth herein, the Company's stockholders and recommending that the Company's stockholders Company Stockholders accept the Offer and Offer, tender all of their shares of Company Common Stock pursuant to Merger Sub and approve the Offer and, if required by applicable Law, adopt this Agreement and the transactions contemplated herebyTransactions (the “Company Board Recommendation”); provided, including however, that the Company Board may withdraw, modify or amend the Company Board Recommendation as provided by Section 6.3(e). The Company hereby consents to the inclusion in the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 Documents of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing, Company Board Recommendation to the extent permitted by law, such Company Board Recommendation is not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" withheld or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreementwithdrawn in accordance with Section 6.3(e). The Company further also represents and warrants that (A) the Company Board of Directors has received the opinion Fairness Opinion of Credit Suisse First Boston Corporation (Imperial Capital, dated the "Financial Advisor") date of this Agreement, to the effect that, as of such date, and subject to the date ----------------- of this Agreementvarious assumptions and qualifications set forth therein, the Offer Consideration consideration to be received by the Company Stockholders in the Offer and the Merger by the is fair to such holders of Common Stock is fair, from a financial point of viewview and (B) the Company has obtained or will timely obtain all necessary consents (including the authorization of Imperial Capital) to permit the inclusion of such opinion in its entirety and references thereto in the Offer Documents, together with a description of the material financial analyses underlying such opinion, in the Schedule 14D-9 and any proxy statement or information statement relating to the Merger (as amended, supplemented or modified, the “Proxy/Information Statement”), subject to prior review and consent by Imperial Capital (such consent not to be unreasonably withheld or delayed). The Company has been advised by each of its directors and executive officers that each such person intends to tender all shares of Company Common Stock owned by such person pursuant to the Offer and that the Offer Documents may so state. (b) On the Offer Commencement Date, the Company shall file with the SEC and contemporaneously with the initial dissemination of the Offer Documents to holders of Company Common Stock disseminate to holders of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.3(e), shall contain the Company Board Recommendation. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC. The Company shall: (i) as promptly as reasonably practicable provide Parent and its counsel with a copy of any written comments and a description of any oral comments received by the Company (or its counsel) from the SEC or its staff with respect to the Schedule 14D-9, (ii) give Parent and its counsel a reasonable opportunity to review and comment on any response formulated in connection with such comments prior to the filing thereof with the SEC and (iii) respond promptly to any such comments. The Company agrees that the Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company Stockholders, shall not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that no covenant is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9. To the extent required by the applicable requirements of the Exchange Act: (A) each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if such information shall have become false or misleading in any material respect and (B) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, if required, to be disseminated to holders of Company Common Stock. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent or Merger Sub that may be reasonably requested in connection with any action contemplated by this Section 1.3(b). To the extent requested by the Company, Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the Company Stockholders together with the Offer Documents disseminated to the Company Stockholders. (c) In connection with the Offer, the Company shall instruct its transfer agent to furnish to Merger Sub a list, as of the most recent practicable date, of the record holders of shares of Company Common Stock and their addresses, as well as mailing labels containing such names and addresses. The Company will furnish Merger Sub with such additional information (including any security position listings in the Company’s possession or reasonably obtainable by the Company) and assistance as Merger Sub may reasonably request for purposes of communicating the Offer to the record holders and beneficial holders of shares of Company Common Stock. All information furnished in accordance with this Section 1.3(c) shall be held in confidence by Parent and Merger Sub in accordance with the requirements of the Confidentiality Agreement, and shall be used by Parent and Merger Sub only in connection with the communication of the Offer and the dissemination of any Proxy/Information Statement relating to the Merger to the holders of shares of Company Common Stock. (other than Purchaser d) The Company shall as promptly as reasonably practicable furnish to Parent and its affiliates) (Merger Sub all information concerning the "Fairness -------- Opinion"Company that may be required by applicable securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Schedule TO and the Offer Documents.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors at a meeting duly called and held has by a unanimous vote duly adopted resolutions (i) approving this Agreement, the Offer and the MergerMerger (as defined in SECTION 2.1), determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders accept the Offer and tender all of their shares of Common Stock to Merger Sub and approve this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, this ---- Agreement, the Tender Agreement Agreements and any of the transactions contemplated hereby and thereby and (iii) electing, to the extent permitted by law, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender AgreementAgreements. The Company further represents and warrants that the Board of Directors has received the oral opinion (which opinion will be confirmed by delivery of Credit Suisse First Boston Corporation a written opinion) of Xxxxxxx Xxxxx Xxxxxx Inc. (the "Financial AdvisorFINANCIAL ADVISOR") to the effect that, as of the date ----------------- of this Agreement, the Offer Consideration consideration to be received in the Offer and the Merger by the holders of shares of Common Stock (other than Purchaser and its affiliates) is fair, from a financial point of view, to such holders (other than the "FAIRNESS OPINION"). Subject to the last sentence of this SECTION 1.3(a), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors described in the first sentence of this SECTION 1.3(a). The Company hereby represents and warrants that it has been authorized by the Financial Advisor to permit the inclusion in its entirety of the Fairness Opinion (and, subject to prior review and consent by the Financial Advisor, references thereto) in the Offer to Purchase, the Schedule 14D-9 (as defined in SECTION 1.3(b)) and the Proxy Statement (as defined in SECTION 8.2(b)), if applicable. The Company has been advised by each of its directors and executive officers who owns shares of Common Stock that such person intends to tender all shares of Common Stock owned by such person pursuant to the Offer. The Board of Directors shall not withdraw, modify or amend its recommendations described above in a manner adverse to Purchaser (or announce publicly its intention to do so), except that the Board shall be permitted to withdraw, amend or modify its recommendation (or publicly announce its intention to do so) of this Agreement or the Merger in a manner adverse to Purchaser or approve or recommend or enter into an agreement with respect to a Superior Proposal (as defined in SECTION 8.9) in accordance and full compliance with the terms of SECTION 8.9 and SECTION 10.1(h). (b) The Company shall file with the SEC, concurrently with the filing of the Offer Documents with the SEC, a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended or supplemented from time to time, the "SCHEDULE 14D-9") containing the recommendations described in the first sentence of SECTION 1.3(a) (subject to the last sentence of SECTION 1.3(a)) and shall mail the Schedule 14D-9 to the stockholders of the Company. To the extent practicable, the Company shall cooperate with Purchaser in mailing or otherwise disseminating the Schedule 14D-9 with the appropriate Offer Documents to the Company's stockholders. Purchaser and its affiliatescounsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 prior to the filing thereof with the SEC. The Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Purchaser or Merger Sub for inclusion in the Schedule 14D-9. Each of the Company, Purchaser and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. The Company agrees to provide Purchaser and Merger Sub and their counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments. (c) To the extent required by applicable federal securities law, each party hereto shall file all written communications, that are made public or otherwise supplied to third parties, with the SEC on or prior to the date the communication is first used. All such communications shall comply as to form and content, including bearing the appropriate legends, in all material respects with the applicable provisions of the federal securities laws. Each party agrees that, prior to any such filing or use of written communications, such party will provide the other party and their counsel the reasonable opportunity to review and comment on such communications and filings. (d) In connection with the "Fairness -------- Opinion"Offer, the Company shall cause its transfer agent to furnish promptly to Merger Sub mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, and to furnish copies of other information in the Company's possession or control regarding the non-objecting beneficial owners of Common Stock, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Merger Sub may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger, Purchaser and Merger Sub and each of their affiliates and associates shall hold in confidence the information contained in any of such labels, lists and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, shall promptly deliver to the Company all copies of such information then in their possession or under their control.

Actions by the Company. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held has by a unanimous vote held, duly adopted resolutions (i) approving and declaring the advisability of this Agreement, (ii) approving the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) determining this Agreement, the Offer Offer, the Merger and the Mergerother transactions contemplated by this Agreement to be advisable, determining that the Merger is advisable and that the terms of the Offer and Merger are fair to, to and in the best interests ofof the Company and the stockholders of the Company and (iv) recommending that, on the terms and subject to the conditions set forth herein, the Company's stockholders and recommending that of the Company's stockholders Company accept the Offer, tender their Company Common Stock pursuant to the Offer and tender all of their shares of Common Stock to Merger Sub and approve adopt this Agreement and the transactions contemplated herebyAgreement, including the Offer and the Merger, (ii) taking all action necessary to render the restrictions set forth in Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), inapplicable to the Offer, the Merger, Merger and the other transactions contemplated by this ---- Agreement, if required (the Tender Agreement and any of the transactions contemplated hereby and thereby and (iii) electing“Company Board Recommendation”); provided, to the extent permitted by lawhowever, not to be subject to any "moratorium," "control share acquisition," "business combination," "fair price" or other form of corporate anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Tender Agreement. The Company further represents and warrants that the Board of Directors of the Company may withdraw, modify or amend the Company Board Recommendation as provided by Section 6.2. The Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation to the extent such Company Board Recommendation is not withheld or withdrawn in accordance with Section 6.2. To the extent the foregoing recommendation has received been amended or modified in accordance with Section 6.2, the Company hereby consents to the inclusion of such recommendation, as so amended or modified, in the Offer Documents. The Company represents that it has obtained all necessary consents to permit the inclusion in its entirety of the fairness opinion of Credit Suisse First Boston Corporation (Xxxxxxxx Xxxxx Capital, Inc. in the "Financial Advisor") Schedule 14D-9. The Company has been advised by each of its directors and executive officers that each such person intends to tender all shares of Company Common Stock owned by such person pursuant to the effect Offer. (b) On the Offer Commencement Date, the Company shall file with the SEC and (following or contemporaneously with the initial dissemination of the Offer Documents to holders of Company Common Stock to the extent required by applicable Laws) disseminate to holders of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 6.2, shall (x) contain the Company Board Recommendation, (y) reflect that the Merger is governed by Section 251(h) of the DGCL and (z) contain the notice and other information (including setting the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) of the DGCL). Except in connection with a Company Adverse Recommendation Change made in accordance with Section 6.2, Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 (including any amendment or supplement thereto) prior to the filing thereof with the SEC. The Company shall: (i) promptly provide Parent and its counsel with a copy of any written comments and all correspondence and a description of any oral comments received by the Company (or its counsel) from the SEC or its staff with respect to the Schedule 14D-9, (ii) except with respect to any disclosure made relating to a Company Adverse Recommendation Change in accordance with Section 6.2, give Parent and its counsel a reasonable opportunity to review and comment on any response formulated in connection with such comments prior to the filing thereof with the SEC and (iii) respond promptly to any such comments. The Company agrees that the Schedule 14D-9 shall comply in all material respects with the requirements of the Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the stockholders of the Company, shall not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that no covenant is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9. To the extent required by the applicable requirements of the Exchange Act: (A) each of Parent, Merger Sub and the Company shall promptly correct any information provided by it for use in the Schedule 14D-9 if such information shall have become false or misleading in any material respect and (B) the Company shall take all steps necessary to cause the Schedule 14D-9, as supplemented or amended to correct such information, to be filed with the SEC and, if required, to be disseminated to holders of Company Common Stock. Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent or Merger Sub that may be reasonably requested in connection with any action contemplated by this Section 2.3(b). To the extent requested by the Company, Parent shall cause the Schedule 14D-9 to be mailed or otherwise disseminated to the stockholders of the Company together with the Offer Documents disseminated to the stockholders of the Company. (c) In connection with the Offer, the Company shall instruct its transfer agent to furnish to Merger Sub a list, as of the most recent practicable date ----------------- (the date of the list used to determine the record holders to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”), of the record holders of Company Common Stock and their addresses, as well as mailing labels, security position listings, non-objecting beneficial owner lists and any other listings or computer files in the Company’s possession or reasonably obtainable by the Company containing the names and address of the record or beneficial owners of the Company Common Stock as of the most recent practicable date. The Company will furnish Merger Sub with such additional information and assistance as Merger Sub may reasonably request for purposes of communicating the Offer to the record holders and beneficial holders of Company Common Stock. All information furnished in accordance with this Section 2.3(c) shall be held in confidence by Parent and Merger Sub in accordance with the requirements of the Confidentiality Agreement, and shall be used by Parent and Merger Sub only in connection with the communication of the Offer Consideration to be received in the Offer and the Merger by the holders of Company Common Stock. The Company shall register the transfer of shares of Company Common Stock is fairaccepted for payment effective immediately after the time at which Merger Sub accepts for payment shares of Company Common Stock tendered and not properly withdrawn pursuant to the Offer; provided, from a financial point that Merger Sub pays for such shares of view, to Company Common Stock at or immediately after such holders (other than Purchaser and its affiliates) (the "Fairness -------- Opinion"transfer.