Common use of Company Action Clause in Contracts

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10, 1999, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreement, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that that: (i) the Boardits Board of Directors, at a meeting duly called and held on May 109, 19991997, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableShares, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby and (C) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby; and (ii) Xxxxxxx Xxxx & CompanyBZW, L.L.C. the investment banking division of Barclays Bank PLC (the "Financial Adviser" or "BZW"), has delivered to the Board a of Directors of the Company its written opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (Shares, other than ParentParent and Purchaser, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by the Financial Adviser (such consent not to be unreasonably withheld), the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Company's Board of Directors described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company (i) the "Board"), at a meeting duly called and held on May 10, 1999held, has unanimously adopted resolutions (Ai) determined determining that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the MergerMerger (as defined in Section 2.01), are fair to to, and in the best interests of of, the stockholders of the Company Company, (ii) approving and has declared adopting this Agreement and the transactions contemplated by this hereby, including the Offer, the Merger, and the Stockholder Tender Agreement to be advisable, of even date between the Purchaser and a certain stockholder of the Company (Bthe "Stockholder Tender Agreement") approved this Agreement and the transactions contemplated by thereby, in all respects and that such approval constitutes approval of the Offer, this Agreement, including the MergerMerger and the Stockholder Tender Agreement, and the transactions contemplated hereby and thereby, for purposes of Section 203 of the General Corporation Law of the State of Delaware (the "DGCL") and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, and Article EIGHTH of the Certificate of Incorporation (as defined in Section 2.03 of this Agreement), and (Ciii) recommended that the holders of Shares accept the Offer and recommending that the stockholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the transactions contemplated by this AgreementMerger; PROVIDED, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, howeverHOWEVER, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent that the Board Board, by a majority vote, determines in its good faithfaith judgment, after receiving based as to legal matters on the advice of independent legal counsel, that such action the Board is required in to do so for the exercise proper discharge of the Board's its fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreementduties.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10February 28, 1999, has unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, Merger are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableCompany, (Bii) approved this Agreement and the transactions contemplated by this Agreementhereby, including the MergerOffer, the Merger and the transactions contemplated by the Stockholder Agreement and (Ciii) recommended that in satisfaction of all applicable requirements for Board action under Section 251 of the holders of Shares accept Delaware Law in order for the Offer and Merger to be validly approved that the stockholders of the Company accept the offer, tender their Shares thereunder and, to the extent required by applicable law, approve and adopt this Agreement and the transactions contemplated by this AgreementMerger. The Company further represents and warrants that each of Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx Xxxxx Barney Inc. (collectively, including the Merger, and (ii"Company's Financial -------------------- Advisors") Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written its opinion dated as of February 28, --------- 1999 to the effect that, as of the date of such opiniondate, the consideration to be received by the holders of Shares (other than Parent, Purchaser Parent and their its affiliates) pursuant to each this Agreement and Plan of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewview (the "Fairness Opinions"). As of the date hereof, the Company ----------------- has been authorized by the Company's Financial Advisors to permit the inclusion of the Fairness Opinions in their entirety or reference thereto (subject to the Company's Financial Advisors prior approval of any such reference) in the Offer to Purchase, the Schedule 14D-9, the Proxy Statement or any other document required to be distributed to the Company's stockholders referred to below. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that that: (i) the Boardits Board of Directors, at a meeting duly called and held on May 10November 21, 19991997, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableShares, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, the Equity Contribution, the Debt Offer and the Financing (each as hereinafter defined) and the other transactions contemplated hereby and (C) recommended resolved to recommend that the holders of Shares accept the Offer and that the stockholders shareholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, Merger and the other transactions contemplated hereby; and (ii) Xxxxxxx Xxxx & Company, L.L.C. Credit Suisse First Boston Corporation (the "Financial Adviser") has delivered to the Board a written opinion to the effect that, as of Directors of the date of such opinion, Company its opinion that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company will promptly provide Purchaser with a true and complete written copy of such fairness opinion and has been authorized by the Financial Adviser to permit the inclusion of such fairness opinion (and, subject to prior review and consent by such Financial Adviser, a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Company's Board of Directors described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that Offer. Concurrently with the filing of the Schedule TO, the Company will (i) file with the SEC and mail to the holders of Shares a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "Schedule 14D-9") and (ii) file on the date the Offer is commenced a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer (the "Company Schedule 13E-3"). The Schedule 14D-9 will set forth, and the Company hereby represents to Purchaser, that (a) each of the Special Committee and the Board, at a meeting meetings duly called and held on May 10, 1999held, has unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreement, including each of the Offer and the Merger, are Merger is fair to and in the best interests of the Company's stockholders of (other than the Company Offerors and has declared their affiliates); (ii) approved this Merger Agreement and the transactions contemplated by this Agreement to be advisablehereby, (B) approved this Agreement including, without limitation the Offer and the transactions contemplated by this Agreement, including the Merger, ; and (Ciii) recommended resolved to recommend that the holders of Shares Company's stockholders accept the Offer and tender their Shares pursuant thereto; provided, however, that such recommendation may be withdrawn or modified to the extent that the stockholders Board, based on the recommendation of the Company approve and adopt this Agreement and Special Committee, determines in good faith, after receiving advice of outside counsel, that such recommendation would be inconsistent with its fiduciary duties to the transactions contemplated by this Agreement, including the Merger, Company's stockholders under applicable Law; and (iib) Xxxxxxx Xxxx & CompanyThe Blackstone Group, L.L.C. L.P., the financial advisor to the Special Committee (the "Financial Advisor"), has delivered to the Board a Special Committee its written opinion that, subject to the effect thatassumptions and qualifications set forth therein, as of the date of such opinion, the consideration to be received by the holders stockholders of Shares the Company (other than Parent, Purchaser the Offerors and their affiliates) in exchange for each of their Shares pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares stockholders from a financial point of view. The Each of the Schedule 14D-9 and Company hereby consents Schedule 13E-3 will comply in all material respects with the provisions of applicable federal securities laws 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 the Offerors in writing for inclusion in the Offer Documents Schedule 14D-9 or Company Schedule 13E-3. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 and Company Schedule 13E-3 to be filed with the SEC and to be disseminated to holders of the recommendation of the Board described Shares, in the immediately preceding sentence; provided, however, that such recommendation each case as and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required by applicable federal securities laws. The Company agree(s) promptly to correct any information provided by it for use in the exercise Schedule 14D-9 or Company Schedule 13E-3 if and to the extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 or Company Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to holders of the Board's fiduciary duties under Shares, in each case as and to the extent required by applicable lawfederal securities laws. Any The Offerors and their counsel shall be given the opportunity to review the initial Schedule 14D-9 and Company Schedule 13E-3 before it is filed with the SEC. In addition, the Company agrees to provide the Offerors and their counsel with any comments or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 or Company Schedule 13E-3 promptly after the receipt of such withdrawal, modification comments or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreementother communications.

Company Action. (a) The Company hereby approves of and consents agrees to undertake the Offer and represents and warrants that (i) the Boardits Board of Directors, at a meeting duly called and held on May 10April 26, 1999, has (i) unanimously (A) determined that this Agreement and the transactions contemplated by this Agreement, including each of the Offer and the Merger, Transactions are fair to and in the best interests interest of the stockholders Company's stockholders, (ii) unanimously approved this Agreement, the Stockholders Agreement and the Transactions, which approval satisfies in full the requirements of the DGCL including Section 203 of the DGCL, and the Amended and Restated Certificate of Incorporation (the "CERTIFICATE OF INCORPORATION") and the Amended and Restated By Laws (the "BY-LAWS") of the Company and has declared (iii) subject to Section 6.04 (b), unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the transactions contemplated Merger by this Agreement to be advisable, (B) approved this Agreement its stockholders. The Company shall include a statement of such recommendation and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept approval in the Offer and Documents. The Company represents that Bowex Xxxlxxxxx Xxxxxx & Xo. (the stockholders of "ADVISOR") as financial advisors to the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Company's Board a of Directors its written opinion to that the effect that, as of the date of such opinion, the cash consideration to be received in the Offer and the Merger by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each any holders of Shares who will retain Shares following consummation of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliatesMerger) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewview to such holders. The Company hereby consents has been advised that all of its directors and executive officers intend to tender their Shares pursuant to the Offer (except to the extent provided in the Stockholders Agreement). The Company agrees to, and has been authorized by the financial advisor to permit, subject to prior review and consent of the financial advisor (such consent not to be unreasonably withheld), the inclusion of the fairness opinion (or a reference thereto) in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementDocuments.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that (i) the BoardBoard of Directors of the Company, at a meeting duly called and held on May 10, 1999prior to the date of this Agreement, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, and the consideration to be received by the holders of Shares thereby, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisablesuch holders, (B) authorized, approved and adopted this Agreement and approved the Offer, the Merger and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer, approve and adopt this Agreement and approve the Merger and the transactions contemplated by hereby (provided, however, that subject to the provisions of Section 6.4, such recommendation may be withdrawn, modified or amended whether or not in connection with a termination of this Agreement, including the MergerAgreement under Section 8.1 hereof), and (ii) Xxxxxxx Xxxx Bear, Sxxxxxx & Co. Inc., the Company’s financial advisor, L.L.C. has delivered rendered to the Board a of Directors of the Company its written opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than ParentShares, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view, subject to the assumptions and qualifications contained in such opinion. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of the Company described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardBoard of Directors, at a meeting duly called and held on May 10February 25, 19992000, has unanimously at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (Ai) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger; (ii) recommended that the shareholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders shareholders of the Company Company; and has declared (iv) took all action necessary to render the limitations on business combinations contained in Part 2 of Article 11 of the Georgia Code inapplicable to this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated by this Agreement hereby and thereby. The Company further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to be advisablethe Special Committee, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Special Committee and the Board of Directors a written opinion opinion, dated as of February 25, 2000, to the effect that, as of that the date of such opinion, the consideration Per Share Amount to be received by the holders of Shares shareholders (other than Parent, Purchaser and their affiliatesthe Contributing Shareholders) of the Company pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares shareholders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Sub that (i) the Board, at a meeting duly called and held on May 1013, 19992001, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger (the Offer and the Merger, collectively, the "Transactions"), are fair to to, and in the best interests of, the holders of the stockholders of the Company Shares, (B) approved, adopted and has declared advisable this Agreement and the transactions contemplated by this Agreement Transactions (such approval and adoption having been made in accordance with the DGCL, including, without limitation, Section 203 thereof assuming that neither Parent nor Merger Sub are Interested Stockholders (as such term is defined in Section 203 of the DGCL with respect to be advisable, (Bthe Transactions)) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended resolved to recommend that the holders of Shares accept the Offer and that tender their Shares pursuant to the stockholders of the Company Offer, and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the MergerTransactions, and (ii) Xxxxxxx Xxxx & Company, L.L.C. Credit Suisse First Boston Corporation ("CSFB") has delivered to the Board a written its opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewview (the "Fairness Opinion"), subject to the assumptions and qualifications contained in such opinion. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that and neither the Board nor the Company shall withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines expressly provided in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 7.4(b).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10, 1999, its Board of Directors has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company Shares, (B) approved and has declared adopted this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby and (C) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the transactions contemplated by this Agreementhereby and thereby (provided, including however, that subject to the Mergerprovisions of Section 5.4 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 5.4)) and (ii) Xxxxxxx Xxxx & Company, L.L.C. Alliant Partners ("ALLIANT PARTNERS") has delivered rendered to the Board a of Directors of the Company its written opinion (which opinion is permitted to be included in writing in the Schedule 14D-9 (as defined in Section 1.2(b)), to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and (so long as the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliatesprice per Share equals or exceeds $2.45) pursuant to the Merger is fair to such the holders of Shares and Nonvoting Shares from a financial point of viewShares. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in clause (i) of this Section 1.2(a), and has obtained the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended consent of Alliant Partners to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required inclusion in the exercise Schedule 14D-9 of a copy of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreementwritten opinion referred to in clause (ii) above.

Company Action. (a) The Company hereby approves of and -------------- consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10June 4, 19991997, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company Shares, (B) approved and has declared adopted this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby and (C) recommended that the holders stockholders of Shares Company accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Mergerhereby, and (ii) Xxxxxxx Xxxx Friedman, Billings, Xxxxxx & Company, L.L.C. Co. Inc. has delivered to the Board a written its opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view, subject to the assumptions and qualifications contained in such opinion, and which shall be confirmed promptly in writing. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided. Assuming that neither Parent nor Purchaser are Interested Stockholders (as such term is defined in Section 203 of the GCL) immediately prior to the Board taking the action described in this Section 1.2, howeverthe approval set forth in clause (a)(i) shall, that such recommendation and among other things, satisfy the resolutions restrictions on business combinations contained in Section 203 of the GCL with respect thereto may be withdrawn, modified or amended to the extent transactions contemplated hereby. Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Board determines Offer or to vote such Shares in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach approval and adoption by the stockholders of Company of this Agreement but shall not otherwise affect any of and the rights of Parent or Purchaser under this Agreementtransactions contemplated hereby.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardBoard of Directors of the Company, at a meeting duly called and held on May 10held, 1999, has duly and unanimously (A) determined that this Agreement and the transactions contemplated by adopted resolutions approving this Agreement, including each of the Offer and the Merger, determining that the terms of the Offer and the Merger are fair to fair, from a financial point of view, to, and in the best interests of of, the Company's stockholders of and recommending that the Company Company's stockholders approve and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by adopt this Agreement, including the Merger, and (C) recommended that the holders of Shares Company's stockholders accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered tender their Shares pursuant to the Offer, provided, however, that any such recommendation may be amended, withdrawn or modified in accordance with the provisions of Section 6.5(b). The Company represents that its Board a written of Directors has received the opinion of Cleaxx Xxxl Reilxxx & XcDexxxx Xxx. ("Cleaxx Xxxl") to the effect that, as of that the date of such opinion, the proposed consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by the Company to Parent. The Company understands that, concurrently with the execution of this Agreement, each of the Company's directors and officers intends to execute a Stockholder Agreement with Parent and/or Merger Sub and intends to tender all Shares owned by such person pursuant to the Offer. The Company hereby approves of and consents to the inclusion in execution by each Stockholder Party of such Stockholder Party's Stockholder Agreement and the Offer Documents consummation of the recommendation transactions contemplated thereby, including the tender of such Shares, and represents that the Board of Directors of the Board described in Company, at a meeting duly called and held, duly and unanimously adopted resolutions approving the immediately preceding sentence; provided, however, that such recommendation execution of the Stockholder Agreements and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise consummation of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreementtransactions contemplated thereby.

Company Action. (a) The Company hereby approves of and consents agrees to undertake the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10held, 1999has, has unanimously subject to the terms and conditions set forth herein, (Ai) determined that this Agreement and the transactions contemplated by this AgreementTransactions, including each of the Offer and the Merger, are fair to to, and in the best interests of of, the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableCompany, (Bii) approved this Agreement and the transactions contemplated by this AgreementTransactions, including the Offer and the Merger, in all respects and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Sections 203 and 251 of the DGCL and similar provisions of any other similar state statutes that might be deemed applicable to the Transactions, (iii) has taken all action under the Rights Agreement to make the representations and warranties contained in Section 6.13 true and correct in all respects, and (Civ) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company accept the Offer, and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto -------- ------- may be withdrawn, modified or amended to the extent that the Board by a majority vote determines in its good faithfaith judgment, after receiving based as to legal matters on the advice of independent legal counsel, that such action the Board is required to do so in the exercise of its fiduciary duties. The Company shall include a statement of such recommendation and approval in the Board's fiduciary duties under applicable lawOffer Documents. Any The Company further represents that Xxxxxx Gull Xxxxxxx & XxXxxxxx, Inc. (the "Financial --------- Advisor") has delivered to the Board its written opinion that the ------- consideration to be received in the Offer and the Merger by the holders of Shares (other than Purchaser and its affiliates) is fair from a financial point of view to such withdrawalholders. The Company agrees to, modification or amendment shall and has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not constitute a breach of this Agreement but shall not otherwise affect any to be unreasonably withheld), the inclusion of the rights of Parent fairness opinion (or Purchaser under this Agreementa reference thereto) in the Offer Documents.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Boardits Board of Directors, at a meeting duly called and held and acting on May 10, 1999the unanimous recommendation of a special committee of the Board of Directors of the Company composed entirely of non-management independent directors (the "Special Committee"), has unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are advisable and are fair to and in the best interests of the Company's stockholders of the Company (other than Parent and has declared this Agreement and the transactions contemplated by this Agreement to be advisableits Affiliates), (Bii) approved this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the requirements of the Delaware Law and (Ciii) recommended that the holders subject to Section 7.04(c), resolved to recommend acceptance of Shares accept the Offer and that the stockholders adoption of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. its stockholders. The Company further represents that UBS Warburg LLC has delivered to the Board a Special Committee its written opinion to the effect that, as of the date of such opinion, that the consideration to be received by paid in the Offer and the Merger is fair to the holders of Shares (other than Parent, Purchaser Parent and their affiliatesits Affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents has been advised that all of its directors who own Shares intend either to tender their Shares pursuant to the inclusion Offer or to vote in the Offer Documents favor of the recommendation Merger. The Company will promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the Board described most recent practicable date, and, subject to Section 7.04(c), will provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Boardits Board of Directors, at a meeting duly called and held on May 10, 1999held, has unanimously (Ai) determined that this Agreement and the transactions its contemplated by this Agreementtransactions, including each of the Offer and Offer, the Merger, and the purchase of shares of Company Stock contemplated by the Offer (the "Transactions"), are advisable and fair to and in the best interests of the stockholders of the Company and has declared the Company's shareholders, (ii) approved and adopted this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this AgreementTransactions, including the Offer, the Merger, and the purchase of shares of Company Stock contemplated by the Offer, in accordance with the requirements of the Indiana Law, which approval satisfies in full the requirements of prior approval contained in Sections 23-1-40-1, 23-1-43-18 and 23-1-43-19(1) of the Indiana Law, (Ciii) recommended taken all requisite action to amend, and has duly and validly amended, the Company's bylaws to provide that Chapter 42 of the Indiana Law does not apply to control share acquisitions of shares of Company Stock (including, without limitation, by Parent or Merger Subsidiary pursuant to the Offer or the Merger) and (iv) resolved, subject to Section 7.04 to recommend that the holders shareholders of Shares the Company accept the Offer, tender their shares of Company Stock pursuant to the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents Documents, the Schedule 14D-9 (as defined below) and the Proxy Statement (as defined below) (if any) of the such recommendation of the Board described of Directors. The Company represents and warrants that the Board of Directors has received the written opinion (the "DLJ Fairness Opinion") of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ"), stating that as of the date of such opinion, the proposed consideration to be received by the holders of shares of Company Stock pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by DLJ to permit, subject to the prior review and consent by DLJ (such consent not to be unreasonably withheld), the inclusion of the DLJ Fairness Opinion (or a reference thereto) in the immediately preceding sentence; provided, however, that such recommendation Offer Documents and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSchedule 14D-9.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that that: (i) the Boardits Board of Directors, at a meeting duly called and held on May 10September 29, 19991998, has unanimously (A) determined that this Agreement and the transactions contemplated by hereby, including the Offer and the Merger, are advisable and in the best interests of the Company and the holders of Shares, (B) approved this Agreement, the Stock Option Agreement, and the transactions contemplated hereby and thereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company approve accept the Offer, tender their Shares to Purchaser thereunder and adopt this Agreement and Agreement; provided, however, that prior to the transactions contemplated consummation of the Offer, if -------- ------- the Company's Board of Directors by this Agreementmajority vote shall have determined in good faith, including based upon the Mergeradvice of outside counsel to the Company, that failure to modify or withdraw its recommendation is reasonably likely to constitute a breach of the Board's fiduciary duty under applicable law, then the Board of Directors may so modify or withdraw its recommendation; and (ii) Xxxxxxx Xxxx & CompanyXxxxxx Xxxxxxxxxx Xxxxx, L.L.C. Inc. (the "Financial Adviser"), has delivered to the Board a written opinion to the effect that, as of Directors of the date of such opinion, Company its opinion that the consideration to be received by paid to the holders of Shares (Shares, other than ParentParent and Purchaser, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by such Financial Adviser, the inclusion of such fairness opinion, in its entirety, in the Schedule14D-9 (as defined in subsection (b) hereof) and the Proxy Statement (as defined in Section 3.12). The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Company's Board of Directors described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company BLP hereby approves of and consents to the Offer Offer, and represents and warrants that (i) the BLP Board, at a meeting duly called and held on May 10held, 1999has, has unanimously subject to the terms and conditions set forth in this Agreement, (Ai) determined that approved this Agreement Agreement, and deems this Agreement, the Offer, the Merger and the transactions contemplated by this AgreementAgreement advisable, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, BLP Stockholders; (Bii) approved this Agreement and the transactions contemplated by this Agreement, including the Offer and the Merger, in all respects, and such approval constitutes approval of the Offer, this Agreement, the Merger and the transactions contemplated by this Agreement for purposes of Section 203 of the Delaware General Corporation Law (the “DGCL”); and (Ciii) recommended resolved to recommend that the holders of Shares BLP Stockholders accept the Offer, that the BLP Stockholders tender their shares of BLP Common Stock under the Offer to Subcorp, and that the stockholders of the Company BLP Stockholders approve and adopt this Agreement and the transactions contemplated Merger to the extent required by this AgreementApplicable Laws. BLP consents to the inclusion of such approval and recommendation in the Offer Documents. BLP further represents that Bear, including the Merger, and Sxxxxxx & Co. Inc. (ii“Bear Sxxxxxx”) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the BLP Board a its written opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) BLP Stockholders pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares the BLP Stockholders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its Board of Directors has unanimously (i) approved the Board, at a meeting duly called Offer and held on May 10, 1999the Merger (as defined in Section 2.1), has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreement, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders interest of the Company and its stockholders and has declared this Agreement and the transactions contemplated by this Agreement resolved to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders recommend acceptance of Shares accept the Offer to the Company's stockholders, and that the stockholders of tender their Shares in the Company Offer and, if applicable, vote to approve and adopt this Agreement and the transactions contemplated by this AgreementMerger, including (ii) (x) taken all action necessary to render Section 203 of the MergerDelaware General Corporation Law, and (iiy) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as within 5 days of the date hereof, shall have taken all action necessary to render the Company's Rights Agreement, dated as of such opinionFebruary 15, 1996, between the consideration Company and The First National Bank of Boston, as rights agent, (the "Rights Agreement"), inapplicable to be received by the holders of Shares (other than ParentOffer, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and this Agreement or any of the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewtransactions contemplated hereby or thereby. The Company hereby consents to the inclusion in the Offer Documents (as hereinafter defined) of the recommendation of the Board of Directors described in the immediately preceding sentence; providedfirst sentence of this Section 1.2, however, that except as such recommendation and the resolutions with respect thereto consent may be withdrawn, modified or amended to the extent withdrawn by the Board determines in good faith, after receiving of Directors of the advice of independent legal counsel, that such action is required Company in the exercise of the Board's its fiduciary duties under applicable lawas set forth in Section 6.6(b) hereof. Any such withdrawal, modification or amendment shall not constitute a breach The Company represents that it has received the opinion of this Agreement but shall not otherwise affect any Hambxxxxx & Quisx XXX ("H&Q") to the effect that the consideration offered pursuant to the Offer and Merger is fair to stockholders of the rights Company from a financial point of Parent view; it being understood and acknowledged that such opinion has been rendered to the Board of Directors of the Company and may not be relied upon by Parent, Purchaser or Purchaser under this AgreementMerger Sub or their affiliates or their respective stockholders.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that that: (i) the Boardits Board of Directors, at a meeting duly called and held on May 1015, 19991998, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are advisable and are fair to and in the best interests of the stockholders holders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableShares, (B) approved this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, and (C) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company approve accept the Offer, tender their Shares to Purchaser thereunder and adopt this Agreement and Agreement; provided, however, that prior to the transactions contemplated consummation of the Offer, if the Company's Board of Directors by this Agreementmajority vote shall have determined in good faith, including based upon the Mergeradvice of outside counsel to the Company, that failure to modify or withdraw its recommendation would constitute a breach of the Board's fiduciary duty under applicable law, the Board of Directors may so modify or withdraw its recommendation; and (ii) Xxxxxxx Xxxx Xxxxxxx, Sachs & Company, L.L.C. Co. (the "Financial Adviser") has delivered to the Board a written opinion to the effect that, as of Directors of the date of such opinion, Company its opinion that the consideration to be received by the holders of Shares (Shares, other than ParentParent and Purchaser, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by such Financial Adviser, the inclusion of such fairness opinion (or a reference thereto) in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Company's Board of Directors described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10August 6, 19992001, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, and the transactions contemplated by the Stockholder Agreement (collectively, the "Transactions"), are fair to to, and in the best interests of, the holders of the stockholders of the Company Shares, (B) approved, adopted and has declared advisable this Agreement and the transactions contemplated by this Agreement to be advisableTransactions (such approval and adoption having been made in accordance with Delaware Law including, (B) approved this Agreement and the transactions contemplated by this Agreementwithout limitation, including the Merger, Section 203 thereof and (C) recommended resolved to recommend that the holders of Shares accept the Offer and that tender their Shares pursuant to the stockholders of the Company Offer, and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. Broadview has delivered to the Board a written opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, howeverand the Company shall not withhold, that withdraw, amend, change or modify such recommendation and in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). The Company has been advised by the resolutions with respect thereto may be withdrawn, modified or amended Selling Stockholders that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the extent Offer and to vote the Board determines Shares held by them in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach approval and adoption of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this pursuant to their Stockholder Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Note Tender Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10November 11, 19991998, has unanimously (A) determined that this Agreement, the Stock Option Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement hereby to be advisable, (B) approved and adopted this Agreement, the Stock Option Agreement and the transactions contemplated by this Agreementhereby and thereby, including including, without limitation, the Merger, and such approval (the "Section 203 Approval") constitutes approval of the foregoing for purposes of Section 203 of Delaware Law, (C) taken all necessary action to avoid the occurrence of a "Distribution Date" (as defined in the Rights Agreement referred to in Section 2.06) with respect to the Rights, (D) recommended that the holders of Shares accept the Offer and that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the transactions contemplated by this Agreementhereby, including including, without limitation, the Merger, (E) based on the alternatives considered by the Board at such meeting, expressed its belief, while offering no formal opinion, that acceptance of the Note Tender Offer is preferable to such alternatives, and (F) approved the modifications to the Notes and the Indenture as provided for in the Consents, and (ii) Xxxxxxx Xxxx & Company, L.L.C. Warburg Dillon Read LLC has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Subject only to the fiduciary duties of the Board under applicable law as determined by the Board in good faith following consultation with the Company's outside counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided. The Company represents to Parent and Purchaser that the Company has been advised by each of its directors and executive officers (which shall consist of the President, however, each Executive Vice President and any Senior Vice President that such recommendation and the resolutions with respect thereto may beneficially owns in excess of 5,000 Shares) that they intend (i) either to tender or cause to be withdrawn, modified or amended tendered all Shares beneficially owned by them to Purchaser pursuant to the extent the Board determines Offer or to vote such Shares in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach approval and adoption by the stockholders of the Company of this Agreement but shall not otherwise affect any of and the rights of Parent transactions contemplated hereby, and (ii) to tender or cause to be tendered all Notes beneficially owned by them to Purchaser under this Agreementpursuant to the Note Tender Offer, and, with respect to such Notes, to give the Consents solicited pursuant to the Consent Solicitation.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Boardits Board of Directors, at a meeting duly called and held on May 10, 1999held, has (i) unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the MergerMerger (defined below in Section 2.1), the Stock Option Agreement dated as of the date hereof (the "Stock Option Agreement") and the Shareholder Option Agreement, dated as of the date hereof (the "Shareholder Option Agreement"), among the shareholders of the Company that are named therein and Merger Subsidiary, and the transactions contemplated thereby, are fair to and in the best interests interest of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableCompany's shareholders, (Bii) unanimously approved this Agreement and the transactions contemplated by this Agreementhereby, including the Offer, the Merger, the Stock Option Agreement and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Shareholder Option Agreement and the transactions contemplated thereby, which approval satisfies in full the requirements of Section 203 of the General Corporation Law of the State of Delaware (the "Delaware Law"), (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by this Agreementits shareholders, and (iv) determined that the consummation of the transactions contemplated hereby including the Offering, the Merger, the Stock Option Agreement and the Shareholder Option Agreement and thereby have not, and will not, cause the Rights, as defined herein, to become exercisable. The Company further represents that Advest Investment Banking, Inc. (ii"Advest") Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Company's Board a written of Directors its opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of paid in the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents has been advised that each of its directors and executive officers presently intend either to tender their Shares pursuant to the inclusion Offer or to vote in the Offer Documents favor of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation Merger. The Company will promptly furnish Parent and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.Merger

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Sub that (i) the Board, at a meeting duly called and held on May 10October 11, 19992001, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer Offer, the Stock Option, and the Merger (the Offer, the Stock Option, and the Merger, collectively, the "Transactions"), are fair to to, and in the best interests of, the holders of the stockholders of the Company Shares, (B) approved, adopted and has declared advisable this Agreement and the transactions contemplated by this Agreement Transactions (such approval and adoption having been made in accordance with the DGCL, including, without limitation, Section 203 thereof assuming that neither Parent nor Merger Sub are Interested Stockholders (as such term is defined in Section 203 of the DGCL with respect to be advisable, (Bthe Transactions)) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended resolved to recommend that the holders of Shares accept the Offer and that tender their Shares pursuant to the stockholders of the Company Offer, and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the MergerTransactions, and (ii) Xxxxxxx Xxxx Brothers & Company, L.L.C. Company LLC has delivered to the Board a written its opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewview (the "Fairness Opinion"), subject to the assumptions and qualifications contained in such opinion. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that and neither the Board nor the Company shall withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines expressly provided in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 5.3.

Company Action. (a) The Company Company, acting through -------------- the Board acting upon the unanimous recommendation of the Special Committee, hereby approves of and consents to the Offer and represents and warrants that (i) the Board, acting upon the unanimous recommendation of the Special Committee, at a meeting duly called and held on May 10September 12, 19991995, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableShares, (B) approved and adopted this Agreement, the execution of this Agreement and the transactions contemplated by this Agreement, including which approval includes the Mergerapproval of a majority of the Company's disinterested directors, and (C) recommended that the holders stockholders of Shares the Company accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Mergerhereby, and (ii) Xxxxxxx Xxxx & Company, L.L.C. Alex. Xxxxx has delivered to the Board a written Special Committee an opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (Shares, other than ParentGambro, Purchaser and Purchaser, Parent or any of their affiliates) , pursuant to each of the Offer and the Merger and this Agreement is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Subject to the fiduciary duties of the Board under applicable law as advised by outside counsel, the Company hereby consents to the inclusion in the Offer Documents of the unanimous recommendation of the Board Board, acting upon the unanimous recommendation of the Special Committee, described in the immediately preceding sentence; provided, however, . The Company has been advised by each of its directors and executive officers that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the extent the Board determines Offer or to vote such Shares in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach approval and adoption by the stockholders of the Company of this Agreement but shall not otherwise affect any of and the rights of Parent or Purchaser under this Agreementtransactions contemplated hereby.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Company Board, at a meeting duly called and held on May 10held, 1999has, has unanimously subject to the terms and conditions set forth herein, (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to to, and in the best interests of, the shareholders of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableCompany, (Bii) approved this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in all respects and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 1101 of the California General Corporation Law (the "CGCL"), and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, and (Ciii) recommended resolved to recommend that the holders of Shares accept the Offer and that the stockholders shareholders of the Company accept the Offer, tender their shares of Company Common Stock thereunder to Acquisition and approve and adopt this Agreement and the transactions contemplated by Merger; provided, however, that such recommendation may be withdrawn, modified or amended in accordance with the provisions of Section 5.2 of this Agreement, including . The Company consents to the Merger, inclusion of such recommendation and approval in the Offer Documents. The Company further represents and warrants that Schrxxxx & Xo. Inc. (iithe "Financial Advisor") Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Company Board a its written opinion to the effect thatopinion, dated as of the date of such opinion7 8 hereof, that the cash consideration to be received by the holders shareholders of Shares (other than Parent, Purchaser and their affiliates) the Company pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares shareholders from a financial point of view. The Company hereby consents has been authorized by the Financial Adviser to permit, subject to the prior review and consent by the Financial Adviser (such consent not to be unreasonably withheld), the inclusion of the fairness opinion (or a reference thereto) in the Offer Documents of Schedule 14D-9 and, if required, the recommendation of the Board described Schedule 13E-3 (each, as defined in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(b)).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that that: (i) the Boardits Board of Directors, at a meeting duly called and held on May 10April 20, 19991997, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableShares, (B) approved this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, and (C) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and approve and adopt this Agreement and the transactions contemplated by hereby (it being understood that, notwithstanding anything in this Agreement to the contrary, if the Company's Board of Directors determines in good faith, based upon the advice of outside counsel, that failure to modify or withdraw its recommendation would constitute a breach of their fiduciary duties under applicable law, the Board of Directors may so modify or withdraw its recommendation and such modification or withdrawal shall not constitute a breach of this Agreement, including the Merger, ); and (ii) Xxxxxxx Xxxx Goldxxx, Xxchx & Company, L.L.C. Xo. (the "Financial Adviser") has delivered to the Board a of Directors of the Company its written opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (Shares, other than ParentParent and Purchaser, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewholders. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Company's Board of Directors described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10, 1999, its Board of Directors has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company Shares, (B) approved and has declared adopted this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby and (C) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the transactions contemplated by this Agreementhereby and thereby (provided, including however, that subject to the Mergerprovisions of Section 5.4 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 5.4)) and (ii) Xxxxxxx Xxxx & Company, L.L.C. Xxxxx and Co. ("XXXXXXX XXXXX") has delivered rendered to the Board a written of Directors of the Company its opinion (which opinion is permitted to be included in writing in the Schedule 14D-9 (as defined in Section 1.2(b)), to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewShares. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the immediately preceding sentence; providedfirst sentence of this Section 1.2(a), however, that such recommendation and has obtained the resolutions with respect thereto may be withdrawn, modified or amended consent of Xxxxxxx Xxxxx to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required inclusion in the exercise Schedule 14D-9 of a copy of the Board's fiduciary duties under applicable lawwritten opinion referred to in clause (ii) above. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.2

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that that: (i) its Board of Directors, acting upon the Boardunanimous recommendation of the independent directors (the "Special Committee") of the Board of Directors, at a meeting duly called and held on May 10December 2, 19991998, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the holders of Shares, (B) exempted the Offer, the Merger, this Agreement and the Tender Agreement and the transactions contemplated hereby and thereby so as to render Section 3-602 of the MGCL inapplicable thereto and to any Consensual Transaction, (C) amended the By-laws of the Company so as to render inapplicable Section 3-702(a)(i) of the MGCL to the transactions contemplated by this Agreement and the Tender Agreement, including, without limitation, the Offer, and to any Consensual Transaction,(D)declared the Merger to be advisable and directed that the Merger be submitted for consideration at a special meeting of the stockholders of the Company and has declared (E) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and approve this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby; and (ii) Xxxxxxx Xxxx & The Xxxxxxxx-Xxxxxxxx Company, L.L.C. LLC (the "Financial Adviser") has delivered to the Board a of Directors of the Company and the Special Committee its written opinion (or oral opinion to the effect that, as of the date of such opinion, be confirmed in writing) that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by such Financial Adviser (such consent not to be unreasonably withheld), the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Company's Board of Directors described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (iA) the BoardBoard of Directors of the Company, at a meeting duly called and held on May 10November 18, 19991998, has unanimously (A) at which all of the Directors were present, duly approved by unanimous vote this Agreement and the transactions contemplated hereby, including the Offer, the Merger and the Stockholder Agreement, resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and adopt this Agreement and the transactions contemplated hereby, including the Merger, and determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and Vector Securities International, Inc. (the transactions contemplated by this Agreement, including the Merger, and (C"Financial Advisor") recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a of Directors of the Company its written opinion to the effect that, that as of the date of such opinion, hereof the consideration to be received by the holders stockholders of Shares (other than Parent, Purchaser and their affiliates) the Company pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders the stockholders of Shares and Nonvoting Shares the Company from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Company's Board of Directors described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardBoard of Directors of the Company, at a meeting duly called and held on May 10January 8, 1999, has unanimously (A) at which a majority of the Directors was present, duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, recommended that stockholders of the Company accept the Offer, tender their Common Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger, and determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the such recommendation of the Board described of Directors of the Company. The Company represents that its Board of Directors has received the written opinion (the "FAIRNESS OPINION") of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation (the "FINANCIAL ADVISOR") that the proposed consideration to be received by the holders of Common Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the immediately preceding sentence; providedOffer Documents, however, that such recommendation the Schedule 14D-9 (as hereinafter defined) and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementProxy Statement (as hereinafter defined).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that that: (i) the Boardits Board of Directors, at a meeting duly called and held on May 10July 13-14, 19991997, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer Offer, the Axiohm Exchange, the Acquisition of Purchaser and the Merger, are fair to and in the best interests of the stockholders holders of the Company Shares, (B) approved and has declared adopted this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby and (C) recommended resolved to recommend that the holders shareholders of Shares the Company accept the Offer and tender their Shares to Purchaser thereunder (provided, however, that subject to the stockholders provisions of the Company approve and adopt this Agreement and the transactions contemplated by this AgreementSection 6.3 such recommendation may be withdrawn, including the Merger, modified or amended in connection with a Superior Proposal (as defined in Section 6.3)); and (ii) Xxxxxxx Xxxx & CompanyPrudential Securities Incorporated (the "Financial Adviser"), L.L.C. has delivered to the Board a of Directors of the Company its written opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares shares of Company Common Stock (other than ParentParent and its affiliates), Purchaser and their affiliates) consisting of the cash consideration to be received by such holders pursuant to each of the Offer and the Merger shares of Company Common Stock to be retained by such holders following the consummation of the Axiohm Exchange, the Acquisition of Purchaser and the holders of Nonvoting Shares (other than ParentMerger, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company has been authorized by the Financial Adviser to permit, subject to prior review and consent by the Financial Adviser, the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Company's Board of Directors described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Company Board, at a meeting duly called and held on May 10held, 1999has, has unanimously subject to the terms and conditions set forth herein, unanimously, (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to to, and in the best interests of, the shareholders of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableCompany, (Bii) approved this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in all respects and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 251 of the Delaware General Corporation Law (the "DGCL"), and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, and (Ciii) recommended resolved to recommend that the holders of Shares accept the Offer and that the stockholders shareholders of the Company accept the Offer, tender their Shares thereunder to Merger Sub and approve and adopt this Agreement and the transactions contemplated by this AgreementMerger. The Company consents to the inclusion of such recommendation and approval in the Offer Documents; provided, including that such recommendation may be withdrawn, modified or amended in accordance with the Mergerprovisions of Section 5.2. The Company further represents and warrants that C.E. Xxxxxxxxx, and Xxwbin (iithe "Financial Advisor") Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Company Board a its written opinion to that the effect that, as of the date of such opinion, the cash consideration to be received by the holders shareholders of Shares (other than Parent, Purchaser and their affiliates) the Company pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares shareholders from a financial point of view. The Company hereby consents has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the fairness opinion (or a reference thereto) in the Offer Documents of Schedule 14D-9 (as defined in Section 1.2(b)) and, if required, the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSchedule 13E-3.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10, 1999, its Board of Directors has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the MergerAcquisition, are fair to and in the best interests of the stockholders of the Company Company's stockholders, (B) approved and has declared adopted this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby and (C) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company approve accept the Offer and adopt this Agreement and tender their Shares to Purchaser in accordance with the transactions contemplated by this AgreementLetter of Transmittal (provided, including however, that subject to the Mergerprovisions of Section 4.3 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 4.3)) and (ii) Xxxxxxx Xxxx & Company, L.L.C. Alliant Partners ("BANKER") has delivered rendered to the Board a of Directors of the Company its written opinion (which opinion is permitted to be included in writing in the Directors' Circular and the Schedule 14D-9 (as defined in Section 1.2(b)), to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) stockholders pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger Acquisition is fair to such holders of Shares and Nonvoting Shares the stockholders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the immediately preceding sentence; providedfirst sentence of this Section 1.2(a), however, that such recommendation and has obtained the resolutions with respect thereto may be withdrawn, modified or amended consent of Banker to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required inclusion in the exercise Schedule 14D-9 of a copy of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreementwritten opinion referred to in clause (ii) above.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company (i) the "Board"), at a meeting duly called and held on May 10, 1999held, has unanimously adopted resolutions (Ai) determined determining that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to to, and in the best interests of, the shareholders of the stockholders of the Company Company, (ii) approving and has declared adopting this Agreement and the transactions contemplated by this Agreement to be advisablehereby, including the Offer, the Merger (Bas defined in Section 2.01), and the Shareholders Tender Agreements of even date between the Purchaser and each of the Directors of the Company (the "Shareholder Tender Agreements") approved this Agreement and the transactions contemplated by thereby, in all respects and that such approval constitutes approval of the Offer, this Agreement, including the MergerMerger and the Shareholder Tender Agreements, and the transactions contemplated hereby and thereby, for purposes of Sections 902 and 912 of the New York Business Corporation Law (the "BCL") and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, and (Ciii) recommended recommending that the holders of Shares accept the Offer and that the stockholders shareholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent that the Board Board, by a majority vote, determines in its good faithfaith judgment, after receiving based as to legal matters on the advice written opinion of independent legal counsel, that such action the Board is required in to do so for the exercise proper discharge of its fiduciary duties. The foregoing shall 11 - 7 - constitute a good faith proposal of the Parent (and the Purchaser) to acquire the Shares, and acceptance and approval of such proposal by the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any in accordance with Section 912 of the rights of Parent or Purchaser under this AgreementBCL.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Boardits Board of Directors, at a meeting duly called and held on May 10, 1999held, has (i) unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the MergerMerger (defined below in Section 2.1), are fair to and in the best interests interest of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableCompany's stockholders, (Bii) unanimously approved this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, which approval satisfies in full the requirements of Section 203 of the General Corporation Law of the State of Delaware (the "Delaware Law"), and (Ciii) recommended that the holders unanimously resolved to recommend acceptance of Shares accept the Offer and that the stockholders approval and adoption of the Company approve and adopt this Agreement and the transactions contemplated Merger by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx its stockholders. The Company further represents that Lazard Freres & Company, L.L.C. Co. LLC has delivered to the Company's Board a written of Directors its opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of paid in the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents has been advised that all of its directors and executive officers presently intend either to tender their Shares pursuant to the inclusion Offer or to vote in the Offer Documents favor of the recommendation Merger. The Company will promptly furnish Parent and Merger Subsidiary with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the Board described in the immediately preceding sentence; providedmost recent practicable date, howeverand will provide to Parent and Merger Subsidiary such additional information (including, that without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of other assistance as Parent or Purchaser under this AgreementMerger Subsidiary may reasonably request in connection with the Offer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardBoard of Directors, at a meeting or meetings duly called and held on May 10prior to the date hereof, 1999at which all of the Directors were present, has unanimously duly: (Ai) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger; (ii) recommended that the stockholders of the Company accept the Offer, tender their Company Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company Company; and has declared (iv) irrevocably took all action necessary to render the limitations on business combinations contained in Section 203 of the DGCL inapplicable to Parent and Purchaser and to this Agreement and the transactions contemplated by this Agreement to be advisablehereby. The Company further represents and warrants that (x) Bear, Xxxxxxx & Co. Inc., the Company’s independent financial advisor (B) approved this Agreement and the transactions contemplated by this Agreement“Company Financial Advisor”), including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board of Directors the Fairness Opinion (as defined in Section 4.20) and (y) a written opinion to the effect that, as of the date true and correct copy of such opinion, the consideration opinion has been delivered to be received by the holders of Shares (other than Parent, Purchaser Parent and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewPurchaser. The Company hereby consents to acknowledges that the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation Voting and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action Tender Agreement is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreementbeing executed and delivered simultaneously herewith.

Company Action. (a) The Company Urban hereby approves of and consents to the Offer and represents and warrants that (i) the BoardUrban Special Committee, at a meeting duly called and held on May 10September 25, 19992000, has unanimously (A) determined that this Agreement Agreement, the Offer, the Merger and the other transactions contemplated by hereby, taken together, are fair to, and advisable and in the best interests of Urban and its stockholders (other than holders of Unit Voting Stock) and (B) voted to recommend to the Urban Board of Directors that the Urban Board of Directors approve this Agreement, including each the Offer, the Merger and the other transactions contemplated hereby, subject to the terms and conditions set forth in this Agreement; and (ii) the Urban Board of Directors, at a meeting duly called and held on September 25, 2000, (A) approved the Amendment in its capacity as general partner of the Urban LP and submitted it to the LP Unitholders; (B) determined that this Agreement, the Offer, the Merger, and the other transactions contemplated hereby, taken together, are fair to, advisable and in the best interests of Urban and its stockholders; (C) voted to (1) approve this Agreement and (2) recommend acceptance and approval by the holders of Urban Common Stock of this Agreement, the Offer, the Merger and the other transactions contemplated hereby; (D) took all other action necessary to render the dilution provisions of the Urban Rights Agreement inapplicable to the Offer and the Merger, are fair without any payment to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer Rights; and that (E) subject to the stockholders accuracy of the Company approve representation and adopt this Agreement warranty in SECTION 4.2(h) and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as performance of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion covenants in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.SECTIONS

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10June 4, 19992000, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the MergerMerger (collectively, the "TRANSACTIONS"), are fair to to, and in the best interests of, the holders of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableShares, (B) approved and adopted this Agreement and the transactions contemplated by this AgreementTransactions (such approval and adoption having been made in accordance with Michigan Law), including the Merger, and (C) recommended resolved to recommend that the holders of Shares accept the Offer and that tender Shares pursuant to the stockholders of the Company Offer, and approve and adopt this Agreement and the transactions Transactions, and (D) resolved to amend the Rights Agreement as contemplated by this Agreement, including the Mergerherein, and (ii) Xxxxxxx Xxxx & CompanyDeutsche Bank Securities, L.L.C. Inc. has delivered to the Board a written opinion to the effect that, as of the date of such an opinion, which will be confirmed promptly in writing, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). If so requested by the Purchaser, the Company will take all reasonable actions necessary in support of any consent solicitation and/or tender offer for the Company's outstanding 9.25% senior subordinated notes due 2008. The Company has been advised by its directors and the resolutions with respect thereto may be withdrawn, modified or amended executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) each of the BoardBoard and the Special Committee, at a meeting meetings duly called and held on May 10, 1999called, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the MergerMerger (collectively, the "TRANSACTIONS"), are fair to to, and in the best interests of of, the stockholders of the Company Public Holders (B) approved, adopted and has declared advisable this Agreement and the transactions contemplated by this Agreement to be advisable, Transactions (B) approved this Agreement such approval and the transactions contemplated by this Agreementadoption having been made in accordance with Delaware Law, including the Merger, Section 203 thereof) and (C) recommended resolved to recommend that the holders of Shares Public Holders accept the Offer and that tender Shares pursuant to the stockholders of the Company approve and Offer, and, if applicable, adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx Lazard Freres & CompanyCo. LLC ("LAZARD"), L.L.C. the financial advisor to the Special Committee, has delivered to the Board Special Committee a written opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) Public Holders pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares the Public Holders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation written opinion of Lazard and the recommendations of the Board and the Special Committee described in the immediately preceding sentence, and the Special Committee shall not withdraw or modify such recommendations in any manner adverse to Purchaser or Parent; providedPROVIDED, howeverHOWEVER, that such recommendation and the resolutions with respect thereto recommendations may be withdrawn, withdrawn or modified or amended to the extent that the Board Special Committee determines in good faith, after receiving the advice of independent legal consultation with outside counsel, that such action withdrawal or modification is required in to satisfy the exercise of the BoardSpecial Committee's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of The Company has been advised by its directors and executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardCompany Board of Directors, at a meeting duly called and held on May 10June 13, 19992000, has unanimously and duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger (Asuch approval being sufficient to render each of (y) Section 203 of Delaware Law and (z) Article Ninth of the Company's Certificate of Incorporation inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger), recommended that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger, and determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx J.P. Xxxxxx & Xo., Incorporated, the Company's financial advisor, L.L.C. has delivered rendered to the Company Board a of Directors its written opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) Options of the Company pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described referred to in the immediately preceding sentence; this SECTION 1.2, provided, however, that the Board of Directors may withdraw or modify such recommendation to the extent, and the resolutions with respect thereto may be withdrawn, modified or amended only to the extent and on the Board determines conditions, specified in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSECTION 5.2(b).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its board of directors (i) the Board"Board of Directors"), at a meeting duly called and held and acting on May 10, 1999the unanimous recommendation of a special committee of the Board of Directors comprised of two independent directors (the "Special Committee"), has unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company Company's stockholders, (ii) approved and has declared adopted this Agreement and the transactions contemplated by this Agreement hereby, including the Offer and the Merger, in accordance with the requirements of the Delaware Law and (iii) subject to be advisableSection 7.04(b), (B) approved resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the transactions contemplated Merger by this Agreement, including the Merger, and (C) recommended its stockholders. The Company further represents that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. Broadview International Limited has delivered to the Board a of Directors its written opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of paid in the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewview based upon and subject to the factors and assumptions set forth therein. The parties acknowledge that Warburg, Pincus Investors, L.P., subject to certain conditions, hxx xxxeed to either tender the Shares held by it pursuant to the Offer or to vote in favor of the Merger pursuant to a letter agreement with Symphony Technology Group dated September 23, 2002, as amended from time to time. The Company hereby consents shall direct its transfer agent to promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the inclusion names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct insofar as the Offer Documents records of the recommendation transfer agent are concerned as of the Board described most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardBoard of Directors, at a meeting duly called and held on May 10, 1999held, has unanimously unanimously: (Ai) determined that this Agreement the terms of the Offer, the Merger and the other transactions contemplated by this Agreement, including each Agreement are advisable to the shareholders of the Offer Company and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared its shareholders, (ii) approved and adopted this Agreement and the transactions contemplated by this Agreement to be advisablehereby, including the Offer and the Merger, (Biii) approved this and adopted any actions necessary to render the Rights issued pursuant to the Rights Agreement and inapplicable to the transactions contemplated by execution of this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each commencement or consummation of the Offer and the Merger, the exercise of the Top-Up Option, or any of the other transactions contemplated hereby, (iv) subject to Section 6.3 hereof, resolved to recommend that the shareholders of the Company accept the Offer and tender their Shares to Merger Sub thereunder and, if required to consummate the Merger under the MBCA, approve this Agreement and the holders of Nonvoting Shares Merger (other than Parentthe “Company Recommendation”), Purchaser and their affiliates(v) pursuant rendered inapplicable to this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement the provisions of Chapters 110C, 110D and 110F of the MGL, (vi) after receiving a fairness opinion from an investment banking firm selected by the Board of Directors, determined that the Offer is (A) at a price that is fair to such holders shareholders (taking into account all factors which members of Shares the Board of Directors deem relevant including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value) and Nonvoting Shares from a financial point (B) otherwise in the best interests of viewthe Company and its shareholders and (vii) elected that the Offer and the Merger, to the extent of the Board of Directors’ power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to the Offer, the Merger, this Agreement or the transactions contemplated hereby. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; providedCompany Recommendation, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment Company shall not constitute a breach permit any Change of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementRecommendation, except as specifically provided in Section 6.3 hereof.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company (i) the "Company Board"), at ------------- a meeting duly called and held on May 10held, 1999, has unanimously (A) determined that this Agreement and the transactions contemplated by duly adopted resolutions approving this Agreement, including each of the Company Option Agreement, the Stockholders Agreement, the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect thatdetermining, as of the date of such opinionresolutions, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each terms of the Offer and the Merger are fair to, and in the holders of Nonvoting Shares (other than Parentbest interests of, Purchaser and the Company's stockholders, recommending that the Company's stockholders accept the Offer, tender their affiliates) shares pursuant to the Offer and approve this Agreement (if required), and approving the acquisition of shares of Company Common Stock by Merger is fair Sub pursuant to such holders of Shares the Offer and Nonvoting Shares from a financial point of viewthe other transactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Offer Documents Documents, the Schedule 14D-9 and the Proxy Statement (if any) of the such recommendation of the Company Board. The Company hereby represents that the Company Board described has received the written opinion (the "Fairness Opinion") of Broadview Associates ---------------- LLC (the "Financial Advisor") that the consideration to be received by the ----------------- holders of Company Common Stock pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion in the immediately preceding sentence; providedOffer Documents, however, that such recommendation the Schedule 14D-9 and the resolutions with respect thereto may be withdrawn, modified or amended Proxy Statement (if any). The Company has been advised by each of its directors and executive officers that each such person currently intends to tender all shares of Company Common Stock owned by such person pursuant to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to -------------- the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10November 20, 19991997, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company Shares, (B) approved and has declared adopted this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby and (C) recommended that the holders stockholders of Shares Company accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Mergerhereby, and (ii) Xxxxxxx Xxxx & Company, L.L.C. Credit Suisse First Boston Corporation ("First Boston") has delivered rendered to the Board a written its ------------ opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view, subject to the assumptions and qualifications contained in such opinion, and which shall be confirmed promptly in writing. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided. Assuming that neither Parent nor Purchaser are Interested Stockholders (as such term is defined in Section 203 of the GCL) immediately prior to the Board taking the action described in this Section 1.2, howeverthe approval set forth in clause (a)(i) shall, that such recommendation and among other things, satisfy the resolutions restrictions on business combinations contained in Section 203 of the GCL with respect thereto may be withdrawn, modified or amended to the extent the Board determines transactions contemplated hereby. Company has been advised by each of its directors and executive officers that they intend to vote all Shares beneficially owned by them in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach approval and adoption by the stockholders of Company of this Agreement but shall not otherwise affect any of and the rights of Parent or Purchaser under this Agreementtransactions contemplated hereby.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10August 12, 19991998, has unanimously (A) determined that this Agreement and the transactions contemplated by this AgreementTransactions, 11 4 including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableShares, (B) approved and adopted this Agreement and the transactions contemplated by this Agreement, including Transactions (such approval and adoption having been made in accordance with the Merger, provisions of Section 203 of Delaware Law) and (C) recommended that the holders stockholders of Shares the Company accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the MergerTransactions, and (ii) Xxxxxxx Xxxx & Company, L.L.C. Credit Suisse First Boston ("CSFB") has delivered to the Board a written an opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewview to the holders of Shares, a copy of the written opinion of which shall be delivered to Purchaser promptly after the date hereof. The CSFB has agreed to permit the inclusion of its fairness opinion or references thereto in the Offer Documents (subject to CSFB's review and reasonable approval of the description of such fairness opinion). Subject to the fiduciary duties of the Board under applicable law as determined by the Board in good faith after receiving advice from independent counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, . The Company has been advised by each of its directors and executive officers that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the extent the Board determines Offer or to vote such Shares in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach approval and adoption by the stockholders of the Company of this Agreement but shall not otherwise affect any of and the rights of Parent or Purchaser under this AgreementTransactions.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10June 4, 19991997, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company Shares, (B) approved and has declared adopted this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby and (C) recommended that the holders stockholders of Shares Company accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Mergerhereby, and (ii) Xxxxxxx Xxxx Friedman, Billings, Xxxxxx & Company, L.L.C. Co. Inc. has delivered to the Board a written its opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view, subject to the assumptions and qualifications contained in such opinion, and which shall be confirmed promptly in writing. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided. Assuming that neither Parent nor Purchaser are Interested Stockholders (as such term is defined in Section 203 of the GCL) immediately prior to the Board taking the action described in this Section 1.2, howeverthe approval set forth in clause (a)(i) shall, that such recommendation and among other things, satisfy the resolutions restrictions on business combinations contained in Section 203 of the GCL with respect thereto may be withdrawn, modified or amended to the extent transactions contemplated hereby. Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Board determines Offer or to vote such Shares in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach approval and adoption by the stockholders of Company of this Agreement but shall not otherwise affect any of and the rights of Parent or Purchaser under this Agreementtransactions contemplated hereby.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Notes Tender Offers and represents and warrants that (i) the Board, at a meeting duly called and held on May 10, 1999, Company Board has unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are advisable and are fair to and in the best interests interest of the stockholders of Company's stockholders, (ii) approved and adopted this Agreement, including the Company Offer, the Merger, the Stock Option Agreement and has declared this the Stockholders Agreement and the transactions contemplated by hereby and thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement to be advisableAgreement, (B) approved this the Stock Option Agreement and the Stockholders Agreement and the other transactions contemplated by this Agreement, including hereby and thereby are not and shall not be subject to any restriction of Section 203 of the MergerDGCL, and (Ciii) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Subsidiary thereunder and approve and adopt this Agreement and the transactions contemplated by Merger (the recommendations referred to in this Agreement, including clause (iii) are collectively referred to in this Agreement as the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered "Recommendations"). The Company further represents that Deutsche Banc Alex. Broxx xxd Rotxxxxxxx Xxc. have rendered to the Company Board a written opinion to the effect that, as of the date of such opinion, their opinions that the consideration to be 7 16 received by the holders of Shares (other than Parent, Purchaser and their affiliates) Company's stockholders pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger this Agreement is fair to such holders of Shares and Nonvoting Shares stockholders from a financial point of view. The Company hereby consents has been advised that all of its directors and executive officers presently intend to tender their Shares pursuant to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and -------------- consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10December 6, 19992000, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, and the transactions contemplated by the Stockholder Agreements (collectively, the "Transactions"), are fair to to, and in the best interests of, ------------ the holders of the stockholders of the Company Shares, (B) approved, adopted and has declared advisable this Agreement and the transactions contemplated by this Agreement to be advisableTransactions (such approval and adoption having been made in accordance with Delaware Law, (Bincluding, without limitation, Section 203 thereof) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended resolved to recommend that the holders of Shares accept the Offer and that tender Shares pursuant to the stockholders of the Company Offer, and, if required under Delaware Law, approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, Transactions and (ii) Xxxxxxx Xxxx & Company, L.L.C. Broadview International LLC ("Broadview") has delivered to the Board a written opinion to the effect that, as of the date of such opinion, --------- that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares 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 described in the immediately preceding sentence; provided, however, that and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent except as provided in Section 7.05(b). The Company has been advised by its directors and the resolutions with respect thereto may be withdrawn, modified or amended --------------- executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the extent Offer and, if applicable, to sell such Shares to the Board determines Purchaser pursuant to their respective Stockholder Agreement, or to vote such Shares in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach approval and adoption by the stockholders of the Company of this Agreement but shall not otherwise affect any of and the rights of Parent or Purchaser under this AgreementTransactions.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that subject to Section 6.5(b) hereof (i) the Board, its Board of Directors at a meeting duly called and held on May 10, 1999, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are advisable and fair to and in the best interests of the stockholders holders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableShares, (B) approved this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, and (C) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company approve accept the Offer, tender their Shares to Purchaser thereunder and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, ; and (ii) Xxxxxxx Xxxx Goldxxx, Xxchx & Company, L.L.C. Xo. (the "Financial Advisor") has delivered to the Board a of Directors of the Company its written opinion (or oral opinion to the effect thatbe confirmed in writing), dated as of the date of such opinionhereof, that the consideration to be received by the holders of Shares shares of Company Common Stock (other than Parent, Purchaser and their affiliatesmembers of the Smitx Xxxily Group) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to prior review and consent by such Financial Advisor, the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Company's Board of Directors described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company (i) the "Board"), at a meeting duly called and held on May 10, 1999held, has unanimously adopted resolutions (Ai) determined determining that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to to, and in the best interests of, the shareholders of the stockholders of the Company Company, (ii) approving and has declared adopting this Agreement and the transactions contemplated by this Agreement to be advisablehereby, including the Offer, the Merger (Bas defined in Section 2.01), and the Shareholders Tender Agreements of even date between the Purchaser and each of the Directors of the Company (the "Shareholder Tender Agreements") approved this Agreement and the transactions contemplated by thereby, in all respects and that such approval constitutes approval of the Offer, this Agreement, including the MergerMerger and the Shareholder Tender Agreements, and the transactions contemplated hereby and thereby, for purposes of Sections 902 and 912 of the New York Business Corporation Law (the "BCL") and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, and (Ciii) recommended recommending that the holders of Shares accept the Offer and that the stockholders shareholders of the Company accept the Offer, tender their Shares thereunder to the Purchaser and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent that the Board Board, by a majority vote, determines in its good faithfaith judgment, after receiving based as to legal matters on the advice written opinion of independent legal counsel, that such action the Board is required in to do so for the exercise proper discharge of its fiduciary duties. The foregoing shall constitute a good faith proposal of the Parent (and the Purchaser) to acquire the Shares, and acceptance and approval of such proposal by the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any in accordance with Section 912 of the rights of Parent or Purchaser under this AgreementBCL.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10August 12, 19991998, has unanimously (A) determined that this Agreement and the transactions contemplated by this AgreementTransactions, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableShares, (B) approved and adopted this Agreement and the transactions contemplated by this Agreement, including Transactions (such approval and adoption having been made in accordance with the Merger, provisions of -Section- 203 of Delaware Law) and (C) recommended that the holders stockholders of Shares the Company accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the MergerTransactions, and (ii) Xxxxxxx Xxxx & Company, L.L.C. Credit Suisse First Boston ("CSFB") has delivered to the Board a written an opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewview to the holders of Shares, a copy of the written opinion of which shall be delivered to Purchaser promptly after the date hereof. The CSFB has agreed to permit the inclusion of its fairness opinion or references thereto in the Offer Documents (subject to CSFB's review and reasonable approval of the description of such fairness opinion). Subject to the fiduciary duties of the Board under applicable law as determined by the Board in good faith after receiving advice from independent counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, . The Company has been advised by each of its directors and executive officers that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the extent the Board determines Offer or to vote such Shares in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach approval and adoption by the stockholders of the Company of this Agreement but shall not otherwise affect any of and the rights of Parent or Purchaser under this AgreementTransactions.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardCompany Board of Directors, at a meeting duly called and held on May 10June 13, 19992000, has unanimously and duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger (Asuch approval being sufficient to render each of (y) Section 203 of Delaware Law and (z) Article Ninth of the Company's Certificate of Incorporation inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger), recommended that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger, and determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx X.X. Xxxxxx & Co., Incorporated, the Company's financial advisor, L.L.C. has delivered rendered to the Company Board a of Directors its written opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) Options of the Company pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described referred to in the immediately preceding sentence; this Section 1.2, provided, however, that the Board of Directors may withdraw or ----------- -------- ------- modify such recommendation to the extent, and the resolutions with respect thereto may be withdrawn, modified or amended only to the extent and on the Board determines conditions, specified in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable lawSection 5.2(b). Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.--------------

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Company Board, at a meeting duly called and held on May 10held, 1999has, has subject to the terms and conditions set forth herein, unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to to, and in the best interests of, the shareholders of the stockholders Company, (ii) approved the execution and delivery of the Company and has declared this Agreement and the consummation of the transactions contemplated by this Agreement to be advisablehereby, (B) approved including, without limitation, the Offer and the Merger, in all respects, and that such approval constitutes approval of the Offer, this Agreement and the transactions contemplated by this Agreement, including Merger for purposes of Section 203 of the Merger, Delaware General Corporation Law ("DGCL") and (Ciii) recommended resolved to recommend that the holders of Shares accept the Offer and that the stockholders shareholders of the Company accept the Offer, tender their shares of Company Common Stock thereunder to Acquisition and approve and adopt this Agreement and the transactions contemplated by this Agreement, including Merger. The Company consents to the Merger, inclusion of such recommendation and approval in the Offer Documents. The Company further represents and warrants that Xxxxxx Xxxxxxxxx Xxxxxx & Co. (ii"BHC") Xxxxxxx Xxxx & Company, L.L.C. (the "Financial Advisor") has delivered to the Company Board a its written opinion to dated April 7, 1998, that the effect that, as of the date of such opinion, the cash consideration to be received by the holders shareholders of Shares (other than Parent, Purchaser and their affiliates) the Company pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewview to such shareholders. The Company hereby consents has been authorized by the Financial Advisor to permit the inclusion of the fairness opinion (or a reference thereto) in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines Schedule 14D-9 (as defined in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(b)).

Company Action. (a) The Company hereby approves of and consents to the Tender Offer and represents and warrants that its Board of Directors, based on a recommendation of the Special Committee, has (i) the Board, at a meeting duly called and held on May 10, 1999, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreement, including each of the Offer and the Merger, it are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableits stockholders, (Bii) approved this Agreement and the transactions contemplated by this Agreementit, including the Tender Offer and the Merger, and (Ciii) recommended resolved to recommend that the holders of Shares Company's stockholders accept the Offer and that Tender Offer, tender their shares in response to the stockholders of the Company approve Tender Offer, and adopt and approve this Agreement and the transactions contemplated by Merger. Simultaneously with the execution of this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer directors and executive officers of the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant Company has indicated to the Merger is fair Company that he or she intends to such holders tender and sell his or her shares of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents Common Stock in response to the inclusion Tender Offer, except that directors and executive officers whose sales of their shares in response to the Tender Offer Documents might result in liability under Section 16(b) of the Exchange Act intend that if they do not tender and sell their shares in response to the Tender Offer, they will vote their shares in favor of the Merger. Notwithstanding anything contained in this subparagraph (a) or elsewhere in this Agreement, if the Board, based on a recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions Special Committee after consultation with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required determines, in good faith to withdraw, modify or amend the exercise recommendation, because the failure to do so could reasonably be expected to be a breach of the Board's directors' fiduciary duties under applicable law. Any such , that withdrawal, modification or amendment shall will not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardBoard of Directors of the Company, at a meeting duly called and held on May 10October 25, 1999, has unanimously (A) at which all of the Directors was present, duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, recommended that shareholders of the Company accept the Offer, tender their Common Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger, and determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders shareholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the such recommendation of the Board described of Directors of the Company. The Company represents that its Board of Directors has received the written opinion (the "FAIRNESS OPINION") of Xxxxx, Xxxxxxxx & Xxxx, Inc. (the "FINANCIAL ADVISOR") that the proposed consideration to be received by the holders of Common Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the immediately preceding sentence; providedOffer Documents, however, that such recommendation the Schedule 14D-9 (as hereinafter defined) and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementProxy Statement (as hereinafter defined).

Company Action. (a) The Company hereby approves of and consents -------------- to the Offer and represents and warrants that (i) the BoardCompany's Board of Directors, at a meeting duly called and held on May 10held, 1999has, has subject to the terms and conditions set forth herein, unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to to, and in the best interests of of, the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableCompany, (Bii) approved this Agreement and the transactions contemplated by this Agreement, including the Offer at the Offer Consideration and the Merger, including for purposes of Section 203 of the General Corporation Law of the State of Delaware (the "DGCL"), and (Ciii) recommended resolved to recommend that the holders stockholders of Company that wish to receive cash for their Shares accept the Offer and tender their Shares thereunder to Purchaser for the Offer Consideration and that the stockholders of the Company Stockholders approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion of such recommendation and approval in the Offer Documents of the recommendation of the Board described in the immediately preceding sentenceDocuments; provided, -------- however, that Company's Board of Directors may withdraw, modify or change such ------- recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board that it determines in good faith, after receiving consultation with and based upon the advice of independent legal counselcounsel to Company, that such action is required the failure to do so would result in the exercise a breach of the BoardBoard of Director's fiduciary duties under applicable lawlaws. Any Company further represents that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Company's financial advisor ("Xxxxxxx Xxxxx"), has delivered to Company's Board of Directors the opinion of Xxxxxxx Xxxxx that the Offer Consideration and Merger Consideration (as defined in Section 3.1(d)) to be received by the stockholders of Company pursuant to the Offer and the Merger is fair from a financial point of view to such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreementholders.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants to Parent and Merger Sub that (i) the Board, at a meeting duly called and held on May 10October 11, 19992001, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer Offer, the Stock Option, and the Merger (the Offer, the Stock Option, and the Merger, collectively, the "Transactions"), are fair to to, and in the best interests of, the holders of the stockholders of the Company Shares, (B) approved, adopted and has declared advisable this Agreement and the transactions contemplated by this Agreement Transactions (such approval and adoption having been made in accordance with the DGCL, including, without limitation, Section 203 thereof assuming that neither Parent nor Merger Sub are Interested Stockholders (as such term is defined in Section 203 of the DGCL with respect to be advisable, (Bthe Transactions)) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended resolved to recommend that the holders of Shares accept the Offer and that tender their Shares pursuant to the stockholders of the Company Offer, and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the MergerTransactions, and (ii) Xxxxxxx Xxxx Cain Brothers & Company, L.L.C. Company LLC has delivered to the Board a written its opinion to the effect thatthax, as xs of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewview (the "Fairness Opinion"), subject to the assumptions and qualifications contained in such opinion. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that and neither the Board nor the Company shall withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines expressly provided in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 5.3.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardBoard of Directors, at a meeting duly called and held on May 10October 13, 19992000, has unanimously acting by a unanimous vote of the directors: (Ai) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and the transactions contemplated by the Stockholder Agreement (including, without limitation, for purposes of Section 9 of the Confidentiality Agreement dated August 14, 2000 between Parent and the Company (the "Confidentiality Agreement")); (ii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to advisable and in the best interests of the stockholders of the Company and that the consideration to be paid for each Share in the Offer and the Merger is fair to the holders of Shares; and (iv) irrevocably has declared taken all action necessary to render Section 203 of the DGCL and other state takeover statutes inapplicable to the Offer, the Merger, this Agreement and the Stockholder Agreement and the transactions contemplated by this Agreement to be advisable, hereby and thereby. The Board has received the opinion of Credit Suisse First Boston Corporation (Bthe "Company's Financial Advisor") approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, based upon and subject to the matters set forth therein and as of the date of such opinionthereof, the consideration Offer Price to be received by the holders of Shares (other than Parent, Purchaser Parent and their affiliatesits Affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Board described in the immediately preceding sentence; providedthis Section 1.02, however, provided that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall has not otherwise affect any of the rights of Parent or Purchaser under this Agreementbeen terminated.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardBoard of Directors, at a meeting duly called and held on May 10November 13, 19992001, has unanimously at which all of the Directors were present, unanimously: (Ai) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer, the Merger and Parent's acquisition of Shares pursuant to the Stockholders Agreement; (ii) recommended that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company Company; and has declared (iv) took all action necessary to render the limitations on business combinations contained in Section 203 of the Delaware Code inapplicable to this Agreement, the Stockholders Agreement and the transactions contemplated by this Agreement hereby and thereby. The Company further represents and warrants that Alliant Partners ("Alliant"), as financial advisor to be advisablethe Board of Directors, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board of Directors a written opinion opinion, dated as of November 13, 2001, to the effect that, as of that the date of such opinion, the consideration Per Share Amount to be received by the holders of Shares stockholders (other than Parent, Purchaser Parent and their affiliatesPurchaser) of the Company pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares stockholders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Notes Tender Offers and represents and warrants that (i) the Board, at a meeting duly called and held on May 10, 1999, Company Board has unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are advisable and are fair to and in the best interests interest of the stockholders of Company's stockholders, (ii) approved and adopted this Agreement, including the Company Offer, the Merger, the Stock Option Agreement and has declared this the Stockholders Agreement and the transactions contemplated by hereby and thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement to be advisableAgreement, (B) approved this the Stock Option Agreement and the Stockholders Agreement and the other transactions contemplated by this Agreement, including hereby and thereby are not and shall not be subject to any restriction of Section 203 of the MergerDGCL, and (Ciii) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Subsidiary thereunder and approve and adopt this Agreement and the transactions contemplated by Merger (the recommendations referred to in this Agreement, including clause (iii) are collectively referred to in this Agreement as the Merger, "Recommendations"). The Company further represents that Deutsche Banc Alex. Brown and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered Rothschild Inc. have rendered to the Company Board a written opinion to the effect that, as of the date of such opinion, the consideration their xxxxxons txxx xxx xxnsideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) Company's stockholders pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger this Agreement is fair to such holders of Shares and Nonvoting Shares stockholders from a financial point of view. The Company hereby consents has been advised that all of its directors and executive officers presently intend to tender their Shares pursuant to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10December 11, 19991997, the Special Committee has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisablePublic Stockholders, (B) approved and authorized this Agreement Agreement, the Merger and the transactions contemplated by this Agreement, including the Mergerhereby, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the Merger which recommendation, as of the date hereof, has not been withdrawn or modified in a manner adverse to Parent or Merger Sub and the Special Committee has not resolved to withdraw or modify adversely such recommendation, (ii) at a meeting duly called and held on December 11, 1997, the Company Board has by unanimous vote of all directors present and voting and based in part upon the approval and recommendation of the Special Committee set forth in the preceding clause (i) (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including the Merger, are fair to and in the best interests of the Public Stockholders, (B) approved and authorized this Agreement, the Merger and the transactions contemplated hereby, and (iiC) Xxxxxxx Xxxx & Companyrecommended that the stockholders of the Company approve and adopt this Agreement and the Merger, L.L.C. and (iii) the Independent Advisor has delivered to the Special Committee and to the Company Board a its written opinion to the effect that, as of the date of such opinionopinion and based on the assumptions, qualifications and limitations contained therein, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to Public Stockholders in the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents A copy of such opinion has been provided to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementParent.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Company Board, at a meeting duly called and held on May 10held, 1999has, has unanimously subject to the terms and conditions set forth herein, (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to to, and in the best interests of, the shareholders of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableCompany, (Bii) approved this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in all respects and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 1201 of the California General Corporation Law (the "CGCL"), and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, and (Ciii) recommended resolved to recommend that the holders of Shares accept the Offer and that the stockholders shareholders of the Company accept the Offer, tender their shares of Company Common Stock thereunder to Acquisition and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent that the Company Board by a majority vote determines in its good faithfaith judgment, after receiving based on the advice of independent legal counsel, that such action it is required to do so in the exercise of the Board's its fiduciary duties under applicable lawthe CGCL. Any The Company consents to the inclusion of such withdrawalrecommendation and approval in the Offer Documents. The Company further represents and warrants that Xxxxxxxxx, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any Xxxxxx & Xxxxxxxx (the "Financial Adviser") has delivered to the Company Board its written opinion, dated as of the rights date hereof, that the cash consideration to be received by the shareholders of Parent the Company pursuant to the Offer and the Merger is fair to such shareholders. The Company has been authorized by the Financial Adviser to permit, subject to the prior review and consent by the Financial Adviser (such consent not to be unreasonably withheld), the inclusion of the fairness opinion (or Purchaser under this Agreementa reference thereto) in the Schedule 14D-9 and, if required, the Schedule 13E-3 (each, as defined in Section 1.2(b)).

Company Action. (a) The Company hereby approves of and consents -------------- to the Offer and represents and warrants that (i) the BoardBoard of Directors, at a meeting duly called and held on May 10August 28, 19992000, has unanimously (Awith one Board member absent) and duly (x) approved and adopted this Agreement and approved the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger (such adoption and approval being sufficient to render Section 203 of the DGCL inapplicable to this Agreement and the Voting Agreement and the transactions contemplated hereby, including the Offer and the Merger, assuming that Parent and Purchaser are not "interested stockholders," as such term is defined in Section 203 of the DGCL (an "interested stockholder"), immediately prior to the execution of this Agreement and the Voting Agreement by Parent and Purchaser), (y) recommended that the Stockholders accept the Offer, tender their Shares pursuant to the Offer and adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, and (z) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, Stockholders and (ii) Xxxxxxx Xxxx Xxxxxxx, Xxxxx & Co., the Company's financial advisor, L.L.C. has delivered rendered to the Board a written of Directors its opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer Arrangement and represents and warrants that (i) the Company Board, at a meeting duly called and held on May 10, 1999held, has (i) unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, Arrangement are fair to and in the best interests of the stockholders of the Company and has its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreementhereby, including the Merger, Arrangement and (Ciii) recommended resolved to recommend acceptance of the Arrangement and, as applicable, adoption of this Agreement by the Company's Securityholders (the "Recommendation") and, subject to Section 6.03, will use its best efforts to obtain the necessary vote in favor of the Arrangement by the Company Securityholders; provided, however, that the holders of Shares accept Company Board may withdraw, qualify, modify or amend the Offer Recommendation as and only to the extent permitted by Section 6.03. The Company further represents that the stockholders Company Board has received the opinion of UBS Warburg LLC (the "Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iiFinancial Advisor") Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinionthis Agreement, the consideration Exchange Consideration to be received by the holders of Shares Company Common Stock (other than Parent, Purchaser the Stockholders and their affiliatesrespective Affiliates) pursuant to each of in the Offer and the Merger and the holders of Nonvoting Shares (other than ParentArrangement is fair, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view, to such holders, and a copy of the written opinion of the Company Financial Advisor, promptly upon receipt thereof, will be delivered to Parent solely for information purposes. The Company hereby consents to the inclusion in the Offer Documents Circular and the Proxy Statement of the recommendation Recommendation of the Company Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawnCompany shall not withdraw, modified qualify, modify or amended amend the Recommendation in any manner adverse to Parent or Purchaser except as and only to the extent the Board determines permitted by Section 6.02. The Company has been advised by its directors and officers that they intend to vote all shares of Company Common Stock beneficially owned by them in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementArrangement.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardBoard of Directors, at a meeting or meetings duly called and held on May 10prior to the date hereof, 1999at which all of the Directors were present, has unanimously duly: (Ai) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger; (ii) recommended that the stockholders of the Company accept the Offer, tender their Company Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company Company; and has declared (iv) irrevocably took all action necessary to render the limitations on business combinations contained in Section 203 of the DGCL inapplicable to Parent and Purchaser and to this Agreement and the transactions contemplated by this Agreement to be advisablehereby. The Company further represents and warrants that (x) Bear, Sxxxxxx & Co. Inc., the Company’s independent financial advisor (B) approved this Agreement and the transactions contemplated by this Agreement“Company Financial Advisor”), including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board of Directors the Fairness Opinion (as defined in Section 4.20) and (y) a written opinion to the effect that, as of the date true and correct copy of such opinion, the consideration opinion has been delivered to be received by the holders of Shares (other than Parent, Purchaser Parent and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewPurchaser. The Company hereby consents to acknowledges that the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation Voting and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action Tender Agreement is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreementbeing executed and delivered simultaneously herewith.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Boardits Board of Directors, at a meeting duly called and held on May 10, 1999, has (i) unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company Company's shareholders, (ii) unanimously approved and has declared adopted this Agreement and the transactions contemplated by this Agreement hereby, including the Offer and the Merger, in accordance with the requirements of Arkansas Law, and (iii) subject to be advisableSection 7.03(b), unanimously resolved to (Bx) approved recommend acceptance of the Offer to those shareholders of the Company who desire to receive cash for their Shares and (y) following the acceptance for payment of the Shares pursuant to the Offer, recommend the approval and adoption of this Agreement and the transactions contemplated Merger by this Agreementits shareholders. The Company further represents that Credit Suisse First Boston (formerly Donaldson, including the Merger, and Lufkin & Jenrette Securitxxx Xxxxxration) (C"CXXX") recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has xxs delivered to the Company's Board a of Directors its written opinion to that the effect that, as of the date of such opinion, the consideration Consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant is fair to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents has been advised that all of its directors who own Shares intend either to tender their Shares pursuant to the inclusion Offer or to vote in the Offer Documents favor of the recommendation Merger. The Company will promptly furnish Parent with a list of its record shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the Board described most recent practicable date, and will provide to Parent such additional information (including updated lists of record shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10December 21, 1999, the Special Committee has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisablePublic Shareholders, (B) approved and authorized this Agreement Agreement, the Merger and the transactions contemplated by this Agreement, including the Mergerhereby, and (C) recommended that the holders of Shares accept the Offer and that the stockholders shareholders of the Company approve and adopt this Agreement and the Merger, (ii) at a meeting duly called and held on December 21, 1999, the Company Board has by unanimous vote of all directors present and voting and based in part upon the approval and recommendation of the Special Committee set forth in the preceding clause (i) (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including the Merger, are fair to and in the best interests of the Public Shareholders, (B) approved and authorized this Agreement, the Merger and the transactions contemplated hereby, and (iiC) Xxxxxxx Xxxx & Companyrecommended that the shareholders of the Company approve and adopt this Agreement and the Merger, L.L.C. and (iii) the Financial Advisor has delivered to the Special Committee and to the Company Board a its written opinion to dated December 21, 1999 (the effect that, as of the date of such opinion, "Fairness Opinion") that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to Public Shareholders in the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents A copy of such opinion has been provided to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementParent.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company (i) the "Company Board"), at a meeting duly called and held on May 10June 14, 1999, has unanimously at which all of the Directors were present, duly and unanimously: (Ai) approved and adopted this Agreement and the Company Stock Option and the transactions contemplated hereby and thereby, including the Offer, the Merger, the Employment Agreements and Parent's acquisition of Shares pursuant to the Stockholders Agreement; (ii) recommended that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company; and (iv) took all action necessary to render the limitations on business combinations contained in Section 203 of Delaware Law inapplicable to this Agreement, the Company and has declared this Stock Option, the Stockholders Agreement and the transactions contemplated by this Agreement hereby and thereby. The Company further represents and warrants that (x) Alliant Partners (the "Financial Advisor") has rendered to the Company Board a written opinion, dated as of June 14, 1999, to the effect that, subject to the assumptions and limitations set forth therein, $13.00 in cash per Share to be advisable, (B) approved this Agreement and the transactions contemplated received by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares stockholders from a financial point of view. The Company hereby consents view and (y) a true and correct copy of such opinion has been delivered to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementParent.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that subject to Section 6.5(b) hereof (i) the Board, its Board of Directors at a meeting duly called and held on May 10, 1999, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are advisable and fair to and in the best interests of the stockholders holders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableShares, (B) approved this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, and (C) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company approve accept the Offer, tender their Shares to Purchaser thereunder and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, ; and (ii) Xxxxxxx Xxxx Xxxxxxx, Xxxxx & Company, L.L.C. Co. (the "Financial Advisor") has delivered to the Board a of Directors of the Company its written opinion (or oral opinion to the effect thatbe confirmed in writing), dated as of the date of such opinionhereof, that the consideration to be received by the holders of Shares shares of Company Common Stock (other than Parent, Purchaser and their affiliatesmembers of the Xxxxx Family Group) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company has been authorized by the Financial Advisor to permit, subject to prior review and consent by such Financial Advisor, the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Company's Board of Directors described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.2(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board of Directors of the Company (i) the Board"COMPANY BOARD"), at a meeting duly called and held on May 10held, 1999, has unanimously (A) determined that this Agreement and the transactions contemplated by duly adopted resolutions approving this Agreement, including each of the Company Option Agreement, the Stockholders Agreement, the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect thatdetermining, as of the date of such opinionresolutions, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each terms of the Offer and the Merger are fair to, and in the holders of Nonvoting Shares (other than Parentbest interests of, Purchaser and the Company's stockholders, recommending that the Company's stockholders accept the Offer, tender their affiliates) shares pursuant to the Offer and approve this Agreement (if required), and approving the acquisition of shares of Company Common Stock by Merger is fair Sub pursuant to such holders of Shares the Offer and Nonvoting Shares from a financial point of viewthe other transactions contemplated by this Agreement. The Company hereby consents to the inclusion in the Offer Documents Documents, the Schedule 14D-9 and the Proxy Statement (if any) of the such recommendation of the Company Board. The Company hereby represents that the Company Board described has received the written opinion (the "FAIRNESS OPINION") of Broadview Associates LLC (the "FINANCIAL ADVISOR") that the consideration to be received by the holders of Company Common Stock pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisor to permit the inclusion of the Fairness Opinion in the immediately preceding sentence; providedOffer Documents, however, that such recommendation the Schedule 14D-9 and the resolutions with respect thereto may be withdrawn, modified or amended Proxy Statement (if any). The Company has been advised by each of its directors and executive officers that each such person currently intends to tender all shares of Company Common Stock owned by such person pursuant to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Notes Tender Offers and represents and warrants that (i) the Company Board, at a meeting duly called and held on May 10, 1999following the unanimous recommendation of the Independent Special Committee of the Company Board established to review the Offer, has unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are advisable and are fair to and in the best interests interest of the stockholders of Company's stockholders, (ii) approved and adopted this Agreement, including the Company Offer, the Merger, the Stock Option Agreement and has declared this the Stockholders Agreement and the transactions contemplated by hereby and thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement to be advisableAgreement, (B) approved this the Stock Option Agreement and the Stockholders Agreement and the other transactions contemplated by this Agreement, including hereby and thereby are not and shall not be subject to any restriction of Section 203 of the MergerDGCL, and (Ciii) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Subsidiary thereunder and approve and adopt this Agreement and the transactions contemplated by Merger (the recommendations referred to in this Agreement, including clause (iii) are collectively referred to in this Agreement as the Merger, "Recommendations"). The Company further represents that Deutsche Banc Alex. Brown and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered Rothschild Inc. have rendered to the Company Board a written opinion to the effect that, as of the date of such opinion, the consideration their opixxxxx that xxx xxxxxderation to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) Company's stockholders pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger this Agreement is fair to such holders of Shares and Nonvoting Shares stockholders from a financial point of view. The Company hereby consents has been advised that all of its directors and executive officers presently intend to tender their Shares pursuant to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that (i) the Board, its Board of Directors (at a meeting duly called and held on May 10, 1999, held) has unanimously by the unanimous vote of all directors present (A) determined that this Agreement and the transactions contemplated by each of this Agreement, including each of the Offer and the Merger, Merger are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableCompany's stockholders, (B) approved this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, and such approval is sufficient to render the restrictions on "business combinations" (as defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (C) recommended that declared the advisability of this Agreement and resolved to recommend acceptance of the Offer and adoption of this Agreement by the holders of Shares accept Shares; PROVIDED, HOWEVER, that prior to the Offer and that consummation of the stockholders Offer, the Board of Directors of the Company approve and adopt this Agreement and may modify, withdraw or change such recommendation to the transactions contemplated by this Agreementextent that a majority of the entire Board of Directors concludes in good faith, including based on (among other things) the Mergeradvice of outside counsel, that failure to modify or withdraw its recommendation would constitute a breach of the Board's fiduciary duties under applicable law, and (ii) Xxxxxxx Xxxx & Company, L.L.C. Credit Suisse First Boston Corporation (the "Financial Advisor") has delivered to the Board a of Directors of the Company its written opinion dated May 11, 2000, to the effect that, based upon and subject to the matters set forth therein and as of the date of such opinionthereof, the consideration Offer Consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares (other than Parent and Nonvoting Shares its affiliates), from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation recommendations of the Company's Board of Directors described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 1.3(a).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10November 4, 19992001, has unanimously (Aa) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the MergerMerger (collectively, the "Transactions"), are fair to to, and in the best interests of, the holders of the stockholders of the Company Shares, (b) approved, adopted and has declared advisable this Agreement and the transactions contemplated by this Agreement to be advisableTransactions (such approval and adoption having been made in accordance with Delaware Law, (Bincluding, without limitation, Section 203 thereof) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (Cc) recommended resolved to recommend that the holders of Shares accept the Offer and that tender their Shares pursuant to the stockholders of the Company Offer, and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx Friedman, Billings, Ramsey & CompanyCo., L.L.C. has delivered Inc. ("FBR") xxx xelivered to the Board a written its opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares 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 described in the immediately preceding sentence; provided, however, that and the Company shall not withdraw or modify such recommendation in any manner adverse to CRI, Holdings or Purchaser except as provided in Section 7.05(b). The Company has been advised by its directors and the resolutions with respect thereto may be withdrawn, modified or amended executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Company Board, at a meeting duly called and held on May 10, 1999held, has unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the DGCL, and (Ciii) recommended resolved to recommend acceptance of the Offer and, as applicable, adoption of this Agreement by the Company's stockholders (the "Recommendation"); provided, however, that the holders of Shares accept Company Board may withdraw, qualify, modify or amend the Offer Recommendation as and only to the extent permitted by Section 8.04. The Company further represents that the stockholders Company Board has received the opinion of the Company approve each of Salomon Smith Barney Inc. and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and Credit Suisse First Boston Corporxxxxx (iixxx "Xdxxxxxx") Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinionthis Agreement, the consideration to be received by the holders of Shares Company Common Stock (other than Parent, Purchaser the Stockholders and their respective affiliates) pursuant to each of in the Offer and the Merger and the holders of Nonvoting Shares (other than Parentis, Purchaser and their affiliates) pursuant to the Merger is taken together, fair to such holders of Shares and Nonvoting Shares from a financial point of viewview to such holders, and a copy of such opinions, promptly upon receipt thereof, will be delivered to Parent. The Company hereby consents to the inclusion in the Offer Documents of the recommendation Recommendation of the Company Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawnCompany shall not withdraw, modified qualify, modify or amended amend the Recommendation in any manner adverse to Parent or Merger Sub except as and only to the extent permitted by Section 8.04(d). The Company has been advised by its directors and officers that they intend to tender all shares of Company Common Stock beneficially owned by them into the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the BoardBoard of Directors, at a meeting duly called and held on May 10August 28, 19992000, has unanimously (Awith one Board member absent) and duly (x) approved and adopted this Agreement and approved the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger (such adoption and approval being sufficient to render Section 203 of the DGCL inapplicable to this Agreement and the Voting Agreement and the transactions contemplated hereby, including the Offer and the Merger, assuming that Parent and Purchaser are not "interested stockholders," as such term is defined in Section 203 of the DGCL (an "interested stockholder"), immediately prior to the execution of this Agreement and the Voting Agreement by Parent and Purchaser), (y) recommended that the Stockholders accept the Offer, tender their Shares pursuant to the Offer and adopt and approve this Agreement and the transactions contemplated hereby, including the Merger, and (z) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, Stockholders and (ii) Xxxxxxx Xxxx Xxxxxxx, Xxxxx & Co., the Company's financial advisor, L.L.C. has delivered rendered to the Board a written of Directors its opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Notes Tender Offers and represents and warrants that (i) the Company Board, at a meeting duly called and held on May 10, 1999following the unanimous recommendation of the Independent Special Committee of the Company Board established to review the Offer, has unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are advisable and are fair to and in the best interests interest of the stockholders of Company's stockholders, (ii) approved and adopted this Agreement, including the Company Offer, the Merger, the Stock Option Agreement and has declared this the Stock holders Agreement and the transactions contemplated by hereby and thereby, which approval constitutes approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement to be advisableAgreement, (B) approved this the Stock Option Agreement and the Stockholders Agreement and the other transactions contemplated by this Agreement, including hereby and thereby are not and shall not be subject to any restriction of Section 203 of the MergerDGCL, and (Ciii) recommended that the holders of Shares accept the Offer and resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Subsidiary thereunder and approve and adopt this Agreement and the transactions contemplated by Merger (the recommendations referred to in this Agreement, including clause (iii) are collectively referred to in this Agreement as the Merger, "Recommendations"). The Company further represents that Deutsche Banc Alex. Xxxxx and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered Xxxxxxxxxx Inc. have rendered to the Company Board a written opinion to the effect that, as of the date of such opinion, their opinions that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) Company's stockholders pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger this Agreement is fair to such holders of Shares and Nonvoting Shares stockholders from a financial point of view. The Company hereby consents has been advised that all of its directors and executive officers presently intend to tender their Shares pursuant to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10November 4, 19992001, has unanimously (Aa) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the MergerMerger (collectively, the "Transactions"), are fair to to, and in the best interests of, the holders of the stockholders of the Company Shares, (b) approved, adopted and has declared advisable this Agreement and the transactions contemplated by this Agreement to be advisableTransactions (such approval and adoption having been made in accordance with Delaware Law, (Bincluding, without limitation, Section 203 thereof) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (Cc) recommended resolved to recommend that the holders of Shares accept the Offer and that tender their Shares pursuant to the stockholders of the Company Offer, and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx Friedman, Billings, Ramsey & CompanyCo., L.L.C. Inc. ("FBR") has delivered to the Board a written its opinion to the effect that, as of the date of such opinion, the txxx xxe consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares 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 described in the immediately preceding sentence; provided, however, that and the Company shall not withdraw or modify such recommendation in any manner adverse to CRI, Holdings or Purchaser except as provided in Section 7.05(b). The Company has been advised by its directors and the resolutions with respect thereto may be withdrawn, modified or amended executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10November 20, 19991997, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company Shares, (B) approved and has declared adopted this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby and (C) recommended that the holders stockholders of Shares Company accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Mergerhereby, and (ii) Xxxxxxx Xxxx & Company, L.L.C. Credit Suisse First Boston Corporation ("FIRST BOSTON") has delivered rendered to the Board a written its opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view, subject to the assumptions and qualifications contained in such opinion, and which shall be confirmed promptly in writing. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided. Assuming that neither Parent nor Purchaser are Interested Stockholders (as such term is defined in Section 203 of the GCL) immediately prior to the Board taking the action described in this Section 1.2, howeverthe approval set forth in clause (a)(i) shall, that such recommendation and among other things, satisfy the resolutions restrictions on business combinations contained in Section 203 of the GCL with respect thereto may be withdrawn, modified or amended to the extent the Board determines transactions contemplated hereby. Company has been advised by each of its directors and executive officers that they intend to vote all Shares beneficially owned by them in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach approval and adoption by the stockholders of Company of this Agreement but shall not otherwise affect any of and the rights of Parent or Purchaser under this Agreementtransactions contemplated hereby.

Company Action. (a) The Company hereby approves of and -------------- consents to the Offer and represents and warrants to Parent and Merger Sub that (i) the Board, at a meeting duly called and held on May 1013, 19992001, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger (the Offer and the Merger, collectively, the "Transactions"), are fair to to, and in the best interests of, ------------ the holders of the stockholders of the Company Shares, (B) approved, adopted and has declared advisable this Agreement and the transactions contemplated by this Agreement Transactions (such approval and adoption having been made in accordance with the DGCL, including, without limitation, Section 203 thereof assuming that neither Parent nor Merger Sub are Interested Stockholders (as such term is defined in Section 203 of the DGCL with respect to be advisable, (Bthe Transactions)) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, and (C) recommended resolved to recommend that the holders of Shares accept the Offer and that tender their Shares pursuant to the stockholders of the Company Offer, and approve and adopt this Agreement and the transactions contemplated by this Agreement, including the MergerTransactions, and (ii) Xxxxxxx Xxxx & Company, L.L.C. Credit Suisse First Boston Corporation ("CSFB") ---- has delivered to the Board a written its opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of viewview (the "Fairness Opinion"), subject to the assumptions and qualifications ---------------- contained in such opinion. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence; provided, however, that and neither the Board nor the Company shall withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines expressly provided in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 7.4(b).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Company Board, at a meeting duly called and held on May 10, 1999held, has unanimously (Ai) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and has its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, in accordance with the DGCL, and (Ciii) recommended resolved to recommend acceptance of the Offer and, as applicable, adoption of this Agreement by the Company's stockholders (the "Recommendation"); provided, however, that the holders of Shares accept Company Board may withdraw, qualify, modify or amend the Offer Recommendation as and only to the extent permitted by Section 8.04. The Company further represents that the stockholders Company Board has received the opinion of the Company approve each of Salomon Smith Barney Inc. and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and Credit Suisse First Boston Xxxxxxxxxxx (iitxx "Xxvisors") Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinionthis Agreement, the consideration to be received by the holders of Shares Company Common Stock (other than Parent, Purchaser the Stockholders and their respective affiliates) pursuant to each of in the Offer and the Merger and the holders of Nonvoting Shares (other than Parentis, Purchaser and their affiliates) pursuant to the Merger is taken together, fair to such holders of Shares and Nonvoting Shares from a financial point of viewview to such holders, and a copy of such opinions, promptly upon receipt thereof, will be delivered to Parent. The Company hereby consents to the inclusion in the Offer Documents of the recommendation Recommendation of the Company Board described in the immediately preceding sentence; provided, however, that such recommendation and the resolutions with respect thereto may be withdrawnCompany shall not withdraw, modified qualify, modify or amended amend the Recommendation in any manner adverse to Parent or Merger Sub except as and only to the extent permitted by Section 8.04(d). The Company has been advised by its directors and officers that they intend to tender all shares of Company Common Stock beneficially owned by them into the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer Arrangement and represents and warrants that (i) the Company Board, at a meeting duly called and held on May 10, 1999held, has (i) unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, Arrangement are fair to and in the best interests of the stockholders of Company and the Company Securityholders, (ii) approved and has declared advisable this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreementhereby, including the MergerArrangement, and (Ciii) recommended resolved to recommend acceptance of the Arrangement and, as applicable, adoption of this Agreement by the Company Securityholders (the "Recommendation") and will use its best efforts to obtain the necessary vote in favor of the Arrangement by the Company Securityholders. The Company further represents that the holders Company Board has received the opinion of Shares accept Wellington West Capital Markets Inc. (the Offer and that the stockholders of the "Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (iiFinancial Advisor") Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinionthis Agreement, the consideration Cash Consideration to be received by the holders of Shares (other than Parentthe Aggregate Outstanding Company Stock in the Arrangement is fair, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view, to such holders, and a copy of the written opinion of the Company Financial Advisor, promptly upon receipt thereof, will be delivered to Parent. The Company hereby consents to the inclusion in the Offer Documents Circular of the recommendation of the Board described in the immediately preceding sentence; provided, however, that such recommendation Recommendation and the resolutions with respect thereto may be withdrawnCompany shall not withdraw, modified qualify, modify or amended amend the Recommendation in any manner adverse to Parent or Purchaser except as and only to the extent the Board determines permitted by Section 6.02. The Company has been advised by its directors and officers that they intend to vote all shares of Company Common Stock beneficially owned by them in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise favor of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementArrangement.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10February 21, 19992000 (the "February 21 Meeting"), has unanimously (with one director having recused himself) (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including including, without limitation, each of the Offer and the MergerMerger (the "Transactions"), are fair to and in the best interests of the stockholders holders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableShares, (B) approved and adopted this Agreement and the transactions contemplated by this AgreementTransactions, including the Merger, and (C) recommended that resolved to recommend, subject to the holders of Shares accept the Offer and conditions set forth herein, that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the Transactions and (D) took all action necessary to render the limitations on business combinations contained in Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated by this Agreement, including the Merger, and hereby; (ii) Xxxxxxx Xxxx Xxxxxxxxx, Xxxxxx & Company, L.L.C. Xxxxxxxx Securities Corporation ("DLJ") has delivered to the Board a written opinion to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view; and (iii) the Board, at the February 21 Meeting, determined upon receipt of the opinion referred to in clause (ii) of this sentence that the terms of the Offer (including the Per Share Amount) are fair to, and in the best interests of, the Company and the holders of Shares. The Company has been authorized by DLJ, subject to prior review by such financial advisor, to include such fairness opinion (or references thereto) in the Offer Documents and in the Schedule 14D-9 (as defined in paragraph (b) of this Section 2.2), the Proxy Statement and the Section 14(c) Information Statement (as defined in Section 4.7). Subject to the fiduciary duties of the Board under applicable law after taking into account the advice of the Company's outside legal counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described above. The Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Merger Sub pursuant to the Offer or to vote such Shares in favor of the immediately preceding sentenceapproval and adoption by the stockholders of the Company of this Agreement and the Transactions; provided, however, that such recommendation directors and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties executive officers shall have no obligation under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent to so tender or Purchaser under vote their Shares if this AgreementAgreement is terminated.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Boardits Board of Directors, at a meeting duly called and held and acting on May 10, 1999the unanimous recommendation of a special committee of the Board of Directors of the Company comprised entirely of non-management independent directors (the "Special Committee"), has (i) unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the MergerMerger (as defined in Section 2.01), are fair to and in the best interests interest of the stockholders of the Company and has declared this Agreement and the transactions contemplated by this Agreement to be advisableCompany's stockholders, (Bii) unanimously approved this Agreement and the transactions contemplated by this Agreementhereby, including the Offer and the Merger, which approval satisfies in full the requirements of the General Corporation Law of the State of Delaware (the "Delaware Law") (including Section 203 thereof) and the Certificate of Incorporation of the Company with respect to the requisite approval of a board of directors, and (Ciii) recommended that the holders unanimously resolved to recommend acceptance of Shares accept the Offer and that the stockholders approval and adoption of the Company approve and adopt this Agreement and the transactions contemplated Merger by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentenceits stockholders; provided, provided however, that such recommendation and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines of Directors of the Company shall have concluded in good faith, after receiving faith on the basis of written advice of independent legal counsel, from outside counsel that such action by the Board of Directors is required in order to comply with the exercise fiduciary duties of the Board's fiduciary duties Board of Directors to the stockholders of the Company under applicable law. Any such withdrawal, modification The Company further represents that Warburg Dillon Read has delivered to the Company's Board of Directors its opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company has been advised that all of its directors and executive officers who own Shares intend either to tender their Shares pursuant to the Offer or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any to vote in favor of the rights Merger, unless its recommendation shall have been withdrawn or materially modified as permitted by Section 6.04(a). The Company will promptly furnish Buyer with a list of Parent its stockholders, mailing labels and any available listing or Purchaser under this Agreementcomputer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Buyer such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Buyer may reasonably request in order to be able to communicate the Offer to the holders of the Shares.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10the Board of Directors of the Company has (i) by unanimous vote of all directors present and voting (with all directors who are designees of Parent abstaining), 1999, has unanimously (A) determined that approved and adopted this Agreement and the transactions contemplated by this Agreement, including each of hereby and determined that the Offer and the Merger, Merger are fair to and in the best interests of the stockholders of the Company and has declared its stockholders (other than Parent and the Purchaser) and on terms that are fair to such stockholders, and (ii) recommended that the Company's stockholders (other than Parent and the Purchaser) accept the Offer and tender all of their Shares in connection therewith and, if required under the MBCL, approve this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and hereby. The Company represents that its Board of Directors has received the transactions contemplated by this Agreement, including the Merger, and (C) recommended that the holders of Shares accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger, and (ii) Xxxxxxx Xxxx & Company, L.L.C. has delivered to the Board a written opinion to the effect that, as of the date of such opinion, Xxxxxxxxx & Xxxxx LLC (its "Financial Advisor") that the consideration to be received by the holders of ------------------ Shares (other than Parent, Parent and the Purchaser and their affiliatesDissenting Stockholders (as defined in Section 2.4)) pursuant to each of the Offer and the Merger and the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view, and that a complete and correct signed copy of such opinion has been delivered on or prior to the date hereof by the Company to Parent. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the immediately preceding sentence; provided. The Company has been authorized by its Financial Advisor to permit, howeversubject to the prior review by its Financial Advisor, that such recommendation the inclusion of the fairness opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 (as defined in Section 1.2(b)) and the resolutions with respect thereto may be withdrawn, modified or amended to the extent the Board determines Proxy Statement (as defined in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this AgreementSection 4.6).

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on May 10, 1999, its Board of Directors has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreementhereby, including each of the Offer and the Merger, are fair to and in the best interests of the stockholders holders of the Company Shares, (B) approved and has declared adopted this Agreement and the transactions contemplated by this Agreement to be advisable, (B) approved this Agreement and the transactions contemplated by this Agreement, including the Merger, hereby and (C) recommended resolved to recommend that the holders shareholders of Shares the Company accept the Offer and that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreementhereby and thereby (provided, including however, that subject to the Mergerprovisions of Section 5.4 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 5.4)) and (ii) Xxxxxxx Xxxx Bear, Steaxxx & Company, L.L.C. Xo. Inc. ("BANKER") has delivered rendered to the Board a of Directors of the Company its written opinion (which opinion is permitted to be included in writing in the Schedule 14D-9 (as defined in Section 1.2(b)), to the effect that, as of the date of such opinion, that the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger and is fair to the holders of Nonvoting Shares (other than Parent, Purchaser and their affiliates) pursuant to the Merger is fair to such holders of Shares and Nonvoting Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the immediately preceding sentence; providedfirst sentence of this Section 1.2(a), however, that such recommendation and has obtained the resolutions with respect thereto may be withdrawn, modified or amended consent of Banker to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required inclusion in the exercise Schedule 14D-9 of a copy of the Board's fiduciary duties under applicable law. Any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreementwritten opinion referred to in clause (ii) above.