Common use of Amended Tender Offer Clause in Contracts

Amended Tender Offer. (a) Parent and Sub have filed with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer which contains (included as an exhibit) Sub's Offer to Purchase dated May 7, 1997 (the "Offer to Purchase") and form of the related letter of transmittal (collectively, the "Offer Documents"). As promptly as practicable (but no later than the third business day after the date of this Agreement), Parent and Sub shall file with the SEC an amendment to the Offer Documents (as so amended, and as the same may be further amended or supplemented in accordance with the terms of this Agreement, the "Amended Offer Documents"), unless such Amended Offer Documents shall have been filed on or prior to the date of this Agreement. The Amended Offer Documents shall contain a supplement to the Offer to Purchase, which shall be mailed to the holders of Shares and which shall describe this Agreement and the negotiations preceding this Agreement and shall amend the Offer to provide that the Offer shall only be subject to the conditions set forth in Annex A hereto, and to extend the expiration date of the Amended Offer to 12:00 midnight, New York City time, on June 19, 1997; it being understood and agreed that, except for the foregoing amendments or as otherwise provided herein, the Amended Offer shall be on the same terms and subject to the same conditions as the Offer. Without the prior written consent of Company, Sub shall not decrease the price per Share or waive the Minimum Condition (as defined in Annex A), impose additional conditions to the Amended Offer, extend the expiration date of the Amended Offer if the conditions to the Amended Offer have been satisfied, provided that none of the conditions set forth in Annex A are existing at such -------- ---- time, or amend any other term of the Amended Offer in any manner adverse to the holders of Shares. Sub shall extend the expiration date of the Offer until such time as the conditions to the Amended Offer have been satisfied, provided that no single extension shall be for more than 10 business days. -------- ---- Subject to the terms and conditions of the Amended Offer, upon the expiration of the Amended Offer, Parent will promptly pay for all Shares duly tendered. Company's Board of Directors shall recommend acceptance of the Amended Offer to its stockholders in an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") concurrently with the execution of this Agreement, provided that such recommendation may subsequently be withdrawn, -------- ---- modified or amended to the extent Company's Board of Directors determines in good faith that the fiduciary duties of such Board of Directors under applicable law require such withdrawal, modification or amendment. (b) Parent agrees, as to the Amended Offer Documents, and Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder and other applicable laws. Company and its counsel, as to the Amended Offer Documents, and Sub and its counsel, as to the Schedule 14D-9, shall be given an opportunity to review such documents (and any amendments thereto and any other submissions to the SEC) prior to their being filed with the SEC. (c) In connection with the Offer, Company has caused its transfer agent to furnish to Sub a list, as of a recent date, of the record holders of Shares and their addresses, as well as a magnetic tape containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. Company will furnish Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Sub or their agents may reasonably request in communicating the Amended Offer to the record and beneficial holders of Shares.

Amended Tender Offer. (a) Parent and Sub have filed with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer which contains (included as an exhibit) Sub's Offer to Purchase dated May 7, 1997 (the "Offer to Purchase") and form of the related letter of transmittal (collectively, the "Offer Documents"). As promptly as practicable (but no later than the third business day after the date of this Agreement), Parent and Sub shall file with the SEC an amendment to the Offer Documents (as so amended, and as the same may be further amended or supplemented in accordance with the terms of this Agreement, the "Amended Offer Documents"), unless such Amended Offer Documents shall have been filed on or prior to the date of this Agreement. The Amended Offer Documents shall contain a supplement to the Offer to Purchase, which shall be mailed to the holders of Shares and which shall describe this Agreement and the negotiations preceding this Agreement and shall amend the Offer to provide that the Offer shall only be subject to the conditions set forth in Annex A hereto, and to extend the expiration date of the Amended Offer to 12:00 midnight, New York City time, on June 19, 1997; it being understood and agreed that, except for the foregoing amendments or as otherwise provided herein, the Amended Offer shall be on the same terms and subject to the same conditions as the Offer. Without the prior written consent of Company, Sub shall not decrease the price per Share or waive the Minimum Condition (as defined in Annex A), impose additional conditions to the Amended Offer, extend the expiration date of the Amended Offer if the conditions to the Amended Offer have been satisfied, provided that none of the conditions set forth in Annex A are existing at such -------- ---- time, or amend any other term of the Amended Offer in any manner adverse to the holders of Shares. Sub shall extend the expiration date of the Offer until such time as the conditions to the Amended Offer have been satisfied, provided that no single extension shall be for more than 10 business days. -------- ---- Subject to the terms and conditions of the Amended Offer, upon the expiration of the Amended Offer, Parent will promptly pay for all Shares duly tendered. Company's Board of Directors shall recommend acceptance of the Amended Offer to its stockholders in an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") concurrently with the execution of this Agreement, provided that such recommendation may subsequently be withdrawn, -------- ---- modified or amended to the extent Company's Board of Directors determines in good faith that the fiduciary duties of such Board of Directors under applicable law require such withdrawal, modification or amendment. (b) Parent agrees, as to the Amended Offer Documents, and Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder and other applicable laws. Company and its counsel, as to the Amended Offer Documents, and Sub and its counsel, as to the Schedule 14D-9, shall be given an opportunity to review such documents (and any amendments thereto and any other submissions to the SEC) prior to their being filed with the SEC. (c) In connection with the Offer, Company has caused its transfer agent to furnish to Sub a list, as of a recent date, of the record holders of Shares and their addresses, as well as a magnetic tape containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. Company will furnish Sub with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Parent or Sub or their agents may reasonably request in communicating the Amended Offer to the record and beneficial holders of Shares.