Common use of Company Action Clause in Contracts

Company Action. (a) The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Company hereby approves of and consents to the inclusion in Offer. Concurrently with the Offer Documents filing of the Schedule TO, the Company Recommendation, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent will (i) file with a list of its stockholders the SEC and any available listing or computer file containing mail to 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 shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments or supplements thereto, the “"Schedule 14D-9”") and (ii) file on the fairness opinion 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 Xxxxx Xxxxxxx & Co.the Special Committee and the Board, at meetings duly called and held, has (i) determined that each of the Offer and the Merger is fair to and in the best interests of the Company's stockholders (other than the Offerors and their affiliates); (ii) approved this Merger Agreement and the transactions contemplated hereby, including, without limitation the Offer and the Merger; and (iii) resolved to recommend that the 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 Board, based on the recommendation of the Special Committee, determines in good faith, after receiving advice of outside counsel, that such recommendation would be inconsistent with its fiduciary duties to the Company's stockholders under applicable Law; and (b) The Blackstone Group, L.P., the financial advisor to the Special CommitteeCommittee (the "Financial Advisor"), in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and has delivered to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 Special Committee its written opinion that, subject to Section 7.03(b)the assumptions and qualifications set forth therein, shall reflect as of the date of such opinion, the consideration to be received by the stockholders of the Company Recommendation (other than the Offerors and include their affiliates) in exchange for each of their Shares pursuant to each of the notice Offer and the Merger is fair to such stockholders from a financial point of appraisal required to be delivered by the Company under Section 262(d) view. Each of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The and Company agrees that it shall cause the Schedule 14D-9 to 13E-3 will comply in all material respects with the 1934 Act provisions of applicable federal securities laws and, on the date filed with the SEC and all other Applicable Laws. The Board of Directors shall set on the record date for first published, sent or given to the Company’s stockholders entitled 's stockholders, shall not contain any untrue statement of a material fact or omit to receive state any material fact required to be stated therein or necessary in order to make the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each statements therein, in light of the Companycircumstances under which they were made, Parent and Merger Sub agrees promptly not misleading, except that no representation is made by the Company with respect to correct any information provided supplied by it the Offerors in writing for use inclusion in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respectCompany Schedule 13E-3. The Company shall use its reasonable best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected and Company Schedule 13E-3 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws laws. The Company agree(s) promptly to correct any information provided by it for use in the Schedule 14D-9 or Company Schedule 13E-3 if and to the extent that it shall have become false and misleading in any other Applicable Lawmaterial 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 Shares, in each case as and to the extent required by applicable federal securities laws. Parent, Merger Sub The Offerors and their counsel shall be given a reasonable the opportunity to review and comment on the initial Schedule 14D-9 each time and Company Schedule 13E-3 before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03In addition, the Company shall (A) respond promptly agrees to any comments of provide the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent Offerors and its their counsel with any comments or other communications, whether written or oral, 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 those such comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECcommunications.

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, at a meeting duly called and held, has, subject to the terms and conditions set forth in this Agreement, unanimously (i) approved this Agreement, and deemed this Agreement, the Offer, the Merger and the transactions contemplated by this Agreement advisable, fair to and in the best interests of the Company Stockholders; (ii) approved and adopted 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, the Merger, this Agreement and the transactions contemplated by this Agreement for purposes of Section 203 of the DGCL; and (iii) resolved to recommend that the Company Stockholders accept the Offer, that the Company Stockholders tender their shares of Company Common Stock in the Offer to Merger Sub, and that the Company Stockholders approve and adopt this Agreement and the Merger to the extent required by applicable Law (the “Company Recommendation”). The Company consents to the inclusion of the Company Recommendation in the Offer Documents of Documents, subject to Section 4.02(b). (b) The Company hereby agrees to file with the Company RecommendationSEC, as it may be amendedsoon as reasonably practicable on the day that the Offer is commenced, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 4.02(b), contains the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor Company Recommendation and to promptly mail the Schedule 14D-9 to the Special Committee, in its entirety, Company Stockholders together with the Offer Documents and a description of such fairness opinion cause the Offer Documents and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, 14D-9 to be disseminated to the Company shall file with the SEC and disseminate to holders of SharesStockholders, in each case as and to the extent required by by, and in accordance with the applicable United States requirements of the U.S. federal securities laws laws. Parent, Merger Sub and any other Applicable Law, (i) their counsel shall be given the opportunity to review and comment on the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice sufficiently in advance of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 its filing with the SEC. The Company agrees that it shall will use its reasonable best efforts to cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Lawsapplicable requirements of the U.S. federal securities laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The , and the Company shall use its reasonable best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case the Company Stockholders to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Parent and Merger Sub and their counsel shall be given a reasonable opportunity promptly furnish to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable all information concerning Parent and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change that is required or reasonably requested by Company in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect obligations relating to the Schedule 14D-9 contained in this Section 1.02(b). (c) In connection with the Offer, the Company promptly after receipt of those comments will furnish (or other communications and give cause its transfer agent to furnish) Parent and its counsel a reasonable opportunity to participate in Merger Sub with mailing labels, security position listings and any available listing or computer files containing the response names and addresses of the Company Stockholders, each as of a recent date, and shall furnish Merger Sub with such additional information and assistance (including updated lists of the Company Stockholders, mailing labels and lists of securities positions) as Merger Sub or its agents may reasonably request in communicating the Offer to those comments the record and beneficial holders of shares of Company Common Stock. Except as required by applicable Law, and except as necessary to provide comments on that response communicate the Offer, the Merger or the transactions contemplated by this Agreement to the Company Stockholders, Parent and Merger Sub (and their respective representatives) shall hold in confidence the information contained in any such labels, listings and files, shall use such information solely in connection with the Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, shall promptly deliver or cause to which reasonable and good-faith consideration shall be given), including by participating with delivered to the Company or its counsel destroy all copies of such information, labels, listings and files then in any discussions their possession or meetings with in the SECpossession of their agents or representatives. (d) The Company hereby grants to Parent and Merger Sub an irrevocable option (the “Merger Option”) to purchase up to that number of newly issued shares of Company Common Stock (the “Merger Option Shares”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent and Merger Sub immediately following consummation of the Offer, shall constitute one share more than 90% of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Merger Option Shares) for consideration per Merger Option Share equal to the Offer Price. (e) The Merger Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Merger Sub as a result of which Parent and Merger Sub own beneficially at least 80% of the outstanding shares of Company Common Stock. The Merger Option shall not be exercisable if the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. (f) In the event that Parent or Merger Sub wish to exercise the Merger Option, Merger Sub shall give the Company one day’s prior written notice specifying the number of shares of Company Common Stock that are or will be owned by Parent and Merger Sub immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Merger Sub specifying the number of Merger Option Shares. At the closing of the purchase of the Merger Option Shares, the portion of the purchase price owing upon exercise of the Merger Option that equals the product of (i) the number of shares of Company Common Stock purchased pursuant to the Merger Option, multiplied by (ii) the Offer Price, shall be paid to the Company, at the election of Parent and Merger Sub, in cash (by wire transfer or cashier’s check) or by delivery of a promissory note having full recourse to Parent.

Company Action. (a) The Company hereby approves of and consents to the inclusion in Offer and represents and warrants that (i) the Board of Directors, at a meeting duly called and held on October 7, 1998, at which a majority of the Directors were present, unanimously and duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer Documents and the Merger (such approval being sufficient to render Section 203 of Delaware Law inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger), recommended that the stockholders of the Company Recommendationaccept the Offer, as it may 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 hereby, including the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and (ii) Allex & Xompany, Inc., the Company's financial advisor, has rendered to the Board of Directors its opinion that the consideration to be amendedreceived by the holders of Shares, modified or withdrawn. Options and Warrants of the Company pursuant to the Offer and the Merger is fair to such holders from a financial point of view. (b) The Company shall promptly furnish Parent file with a list of its stockholders the SEC, simultaneously with (or at such later date as may be mutually agreed between the Company and any available listing or computer file containing Purchaser) 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 filing by the Purchaser of the most recent practicable date, and shall provide Schedule 14D-1 with respect to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in , a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule "SCHEDULE 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act and provisions of all other Applicable Lawsapplicable Federal securities laws. The Company shall mail such Schedule 14D-9 to the stockholders of the Company along with the Offer Documents promptly after the commencement of the Offer. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by described in Section 262(d)(21.2(a) of Delaware Law as the Stockholder List Datehereof. Each of the Company, Parent and Merger Sub The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of the Purchaser and Merger Sub, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case the Company's stockholders to the extent required by applicable United States federal Federal securities laws laws. The Purchaser and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in . (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly to any comments upon execution of this Agreement furnish the SEC Purchaser with mailing labels containing the names and addresses of all record holders of Shares and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish the Purchaser with such additional information, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as the Purchaser or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9, (B) provide Parent record and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt beneficial holders of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECShares.

Company Action. (a) The Company hereby approves of and consents to the inclusion Offer and represents that its Board of Directors, at a meeting duly called and held on January 14, 1998, (i) unanimously determined that the transactions contemplated by this Agreement, including without limitation the Offer and the Merger, are fair to and in the Offer Documents best interests of the Company Recommendationand its shareholders and unanimously approved and adopted this Agreement and the Offer, as it may the Merger and the other transactions contemplated hereby (the "Transactions"), and (ii) ------------ unanimously recommended that the shareholders of the Company accept the Offer and adopt this Agreement. (b) On the date of commencement of the Offer, the Company shall file with the Securities and Exchange Commission (the "SEC") a --- Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the -------------- recommendation of the Company's Board of Directors described in Section 1.2(a); provided, however, that if the Board of Directors of the Company determines in -------- ------- good faith, taking into consideration the advice of outside legal counsel, that the amendment or withdrawal of such recommendation is likely to be amendedrequired in order for its members to comply with their fiduciary duties under applicable law, modified then any such amendment or withdrawnwithdrawal, and any related amendment of the Schedule 14D-9, shall not constitute a breach of this Agreement. The Company shall promptly furnish Parent with a list of its stockholders disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act and any available listing or computer file other applicable federal securities laws. The Schedule 14d-9 shall, in all material respects, comply with the requirements of the Exchange Act and the rules and regulations thereunder and other applicable laws. Merger Sub and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 and any amendment thereto prior to their being filed with the SEC. (c) In connection with the Offer, the Company will cause its transfer agent to furnish promptly to Merger Sub a list, as of a recent date, of the shareholders of record of Shares and their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of securities security positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent . The Company will furnish Merger Sub with such additional information (including including, but not limited to, updated lists of stockholders holders of Shares and their addresses, mailing labels and lists of securities security positions) and such other assistance as Parent or Merger Sub or their agents may reasonably request in connection with communicating the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor Offer to the Special Committee, in its entirety, record and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to beneficial holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that, subject to Section 7.8(b), its Board of Directors (at a meeting duly called and held) has by the unanimous vote of all directors present (A) determined that each of this Agreement, the Offer and the Merger are fair to and in the best interests of the Company's stockholders, (B) approved this Agreement and the transactions contemplated hereby, 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 General Corporation Law of the State of Delaware) set forth in Section 203 of the General Corporation Law of the State of Delaware inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (C) declared the advisability of this Agreement and resolved to recommend acceptance of the Offer and adoption of this Agreement by the holders of Shares. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawn. recommendations of the Company's Board of Directors described in this Section 2.3(a). (b) The Company shall promptly furnish Parent file with a list of its stockholders 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 depositoriesSEC, in each case true and correct as soon as practicable on the date of the most recent practicable date, and shall provide to Parent such additional information (including updated lists commencement of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in , a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments or supplements thereto, the “"Schedule 14D-9”") containing the fairness opinion recommendations of Xxxxx Xxxxxxx & Co.the Board of Directors of the Company in favor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, financial advisor including the Merger, and shall promptly mail the Schedule 14D-9 to the Special Committeestockholders of the Company. Parent will promptly supply to the Company in writing, for inclusion in its entiretythe Schedule 14D-9, and a description of such fairness opinion any information concerning Parent or Purchaser required under the Exchange Act and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of rules and regulations thereunder to be included in the Schedule TO14D-9. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the Company shall file date filed with the SEC and disseminate 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 Parent or Purchaser in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Datelaws. Each of the Company, Parent and Merger Sub agrees Purchaser shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall be or have become (or shall have become known to be) false or misleading in any material respect. The respect and the Company shall use its reasonable best efforts take all action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Shares, in each case Shares as and to the extent required by applicable United States federal securities laws and any other Applicable Lawlaw. Parent, Merger Sub Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before and any such document is filed amendments thereto prior to the filing thereof with the SEC, and the . The Company shall give reasonable and good-faith consideration agrees to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give such comments. (c) In connection with the Offer, the Company shall promptly furnish Parent and its counsel a reasonable opportunity to participate in Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and all available listings or computer files containing the response names and addresses of the Company record holders of Shares as of the latest practicable date and shall furnish Parent and Purchaser with such additional information and assistance (including updated lists of stockholders, mailing labels, lists of security positions and non-objecting beneficial owner's lists) as Parent and Purchaser or their agents may reasonably request in communicating the Offer to those comments the record and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECbeneficial holders of Shares.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that the Company Board, at a meeting duly called and held on May 24, 1999, has, by the unanimous vote of all directors present and voting, (A) determined that this Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of the holders of the Shares, (B) approved and declared advisable this Agreement and the transactions contemplated hereby and (C) recommended that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer and approve and adopt this Agreement and the transactions contemplated hereby. Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ") has delivered to the Company Board a written opinion that the Per Share Amount to be received by the holders of Shares (other than Parent and its subsidiaries) pursuant to the Offer and the Merger is fair to the holders of the Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 recommendations of the most recent practicable date, and shall provide to Parent such additional information (including updated lists Company Board described in the first sentence of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Actthis Section 1.02(a). (b) On As soon as reasonably practicable on the Offer Commencement Date after the date of commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule 14D-9"), containing the recommendation of the Company Board described in Section 102, and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 under the Exchange Act of 1934, as amended (the "Exchange Act") and any other applicable Law. The Company, Parent and Purchaser shall correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall become false or misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable an opportunity to review and comment on the Schedule 14D-9 each time before (and any such document is amendments thereto) prior to its being filed with the SEC, and the . The Company shall give reasonable and good-faith consideration to any comments made by provide Parent, Merger Sub Purchaser and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those such comments or other communications communications. (c) The Company (i) shall promptly furnish Purchaser with mailing labels containing the names and give Parent addresses of all record holders of Shares and its counsel with security position listings of Shares held in stock depositories, each as of a reasonable opportunity to participate recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares and (ii) shall furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably request in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating connection with the Company or its counsel in any discussions or meetings with the SECOffer.

Company Action. (a) The Company hereby consents to the inclusion in shall, on the Offer Documents of the Company RecommendationAmendment Date, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a SEC an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, including amendments pursuant to this Section 1.2, the “Schedule 14D-9”) ), it being understood that in the fairness opinion event the Company shall not file the Schedule 14D-9 on the Offer Amendment Date, the Offeror shall be entitled to extend the Expiration Date by a number of Xxxxx Xxxxxxx & Co., financial advisor business days equal to the Special Committee, in its entirety, and a description number of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On business days from the Offer Commencement Amendment Date after to the commencement date of the Offer, following the filing of the Schedule TO, 14D-9. A copy of the Company shall file with recommendation portion that the SEC and disseminate Company will include in the Schedule 14D-9, excluding any financial analysis or business information of the Company or other analysis underlying such recommendation portions, is attached hereto as Exhibit B. The Company agrees to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) promptly provide the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation Offeror and include the notice its counsel with a copy of appraisal required to be delivered any written comments (or a description of any oral comments) received by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of from the SEC or its staff with respect to the Schedule 14D-9, (ii) consult with the Offeror regarding any such comments prior to responding thereto and (iii) provide the Offeror with copies of any written comments or responses thereto. The Offeror Parties acknowledge and agree that (i) all stock options issued pursuant to any Company benefit or incentive plan (being 22,900 options) (A) are fully vested and exercisable on the date hereof, and (B) provide Parent may be exercised in accordance with their terms on or following the date hereof, and its counsel with (ii) all shares of Common Stock purchased by the holder of any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect such stock option pursuant to the Schedule 14D-9 promptly after receipt exercise thereof shall be considered Shares for all purposes of those comments or other communications this Agreement. In accordance with clause (i) of the first sentence of Section 13 of the Company’s Amended and give Parent Restated 2007 Long Term Incentive Plan (the “2007 LTIP”), shares of restricted stock issued pursuant to the 2007 LTIP which remain unvested as of immediately prior to the Offer Closing (“Restricted Shares”) shall be treated as described in Appendix I to this Agreement. The Nominating and its counsel a reasonable opportunity to participate in Corporate Governance Committee of the response Board of Directors of the Company may take such action following the date hereof as may be necessary to those comments waive the stock retention guidelines currently in effect as to all officers, directors and employees of the Company and its affiliates, to provide comments on that response the extent necessary to allow such persons to tender and receive payment for the Shares held by them (other than Restricted Shares) in the Offer or the Subsequent Offering Period, or to which reasonable have such Shares cancelled and good-faith converted into the right to receive the merger consideration in the Short Form Merger, as applicable. The foregoing two sentences of this Section 1.2(a) and the provisions of Appendix I are intended to be for the benefit of, and shall be given)directly enforceable by, including by participating with the Company or its counsel in any discussions or meetings with the SEC.holders of Restricted Shares, who are each express third party beneficiaries of this Section 1.2(a) and Appendix I.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (A) the Board of Directors of the Company, at a meeting duly called and held on November 18, 1998, 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 hereby, including the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company and (B) Vector Securities International, Inc. (the "Financial Advisor") has delivered to the Board of Directors of the Company its written opinion that as of the date hereof the consideration to be received by the stockholders of the Company pursuant to each of the Offer and the Merger is fair to the stockholders of 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 Company Recommendation, as it may be amended, modified or withdrawn. recommendations of the Company's Board of Directors described in this Section 1.2(a). (b) The Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in SEC, no later than the fifth business day following the public announcement of this Agreement, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and provisions of all other Applicable Lawsapplicable Law (as hereinafter defined), including federal securities laws. The Company shall mail such Schedule 14D-9 to the stockholders of the Company promptly after the commencement of the Offer together with the initial mailing of the Offer Documents. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub Company described in Section 1.2(a) hereof. The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of Parent and Merger Sub, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case the Company's stockholders to the extent required by applicable United States Laws, including federal securities laws laws. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC. In addition, and the Company shall give reasonable and good-faith consideration agrees to any comments made by provide Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or counsel in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel writing with any comments or other communications, whether written or oral, 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 promptly after the receipt of those such comments or other communications and give Parent and its counsel a reasonable opportunity to participate in communications. (c) In connection with the response of Offer, the Company to those comments shall promptly upon execution of this Agreement furnish Parent with mailing labels containing the names and to provide comments on that response addresses of all record holders of Shares, non-objecting beneficial owner lists (to which reasonable and good-faith consideration shall be giventhe extent reasonably available), security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish Parent with such additional information, including by participating with the Company updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Parent or its counsel in any discussions or meetings with agents may reasonably request for the SECpurpose of communicating the Offer to the record and beneficial holders of Shares.

Company Action. (a) The Company hereby approves of and consents to the inclusion in Offer and represents that at a meeting duly called and held the Offer Documents Board of Directors of the Company Recommendationhas, as it may be amendedafter receiving the recommendation in favor thereof of the special committee of the Board of Directors of the Company (the "Special Committee") formed to consider this Agreement and the transactions contemplated hereby, modified or withdrawn(i) approved and adopted this Agreement and the transactions contemplated hereby and determined that the Offer and the Merger are in the best interests of the Company and its stockholders and on terms that are fair to such stockholders, and (ii) recommended that the Company's stockholders accept the Offer and tender all of their Shares in connection therewith and, if required under the DGCL, approve this Agreement and the transactions contemplated hereby. The Company shall promptly furnish Parent with represents that its Board of Directors has received the written opinion of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation that the consideration to be received by the Company's stockholders pursuant to each of the Offer and the Merger is fair to the Company's stockholders from a list financial point of its stockholders view, 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 that a complete and correct as signed copy of such opinion will be delivered promptly following the most recent practicable date, and shall provide date hereof by the Company to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the OfferParent. The Company represents that the Special Committee has duly adopted resolutions providing for the dissolution of the Special Committee on the Cut-Off Date (as defined below). (b) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall also include in file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements theretosuch Schedule 14D-9, as amended and supplemented from time to time, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) mail the Schedule 14D-9 thatto the stockholders of the Company. Subject to the fiduciary duties of the Board of Directors as advised by counsel, subject to Section 7.03(b), shall reflect the Company Recommendation Offer Documents and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with shall contain the SECrecommendation of the Company's Board of Directors described in Section 1.2(a). The Company agrees that it shall cause the Schedule 14D-9 shall comply as to comply form in all material respects with the 1934 requirements of the Exchange Act and all other Applicable Laws. The Board of Directors shall set the record rules and regulations promulgated thereunder and, on the date for filed with the SEC and on the date first published, sent or given to the Company’s stockholders entitled 's stockholders, shall not contain any untrue statement of a material fact or omit to receive state any material fact required to be stated therein or necessary in order to make the notice statements therein, in light of appraisal rights contemplated the circumstances under which they were made, not misleading, except that no representation is made by Section 262(d)(2) the Company with respect to information supplied by Parent or the Purchaser or any of Delaware Law as their respective representatives which is included in the Stockholder List DateSchedule 14D-9. Each of the Company, Parent and Merger Sub the Purchaser agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The misleading, and the Company shall use its reasonable best efforts further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable United States federal securities laws laws. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed and all amendments and supplements thereto prior to their filing with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect dissemination to stockholders of the Schedule 14D-9, (B) Company. The Company agrees to provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after the receipt of such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to furnish the Purchaser promptly with mailing labels containing the names and addresses of the record holders of Common Stock as of a recent date and of those comments persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Common Stock, and shall furnish to the Purchaser such information and assistance (including updated lists of stockholders, security position listings and computer files) as the Purchaser may reasonably request in communicating the Offer to the Company's stockholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other communications and give documents necessary to consummate the Offer or the Merger, Parent and its counsel a the Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the other transactions contemplated hereby and, if this Agreement shall be terminated, will deliver, and will use their reasonable opportunity best efforts to participate in the response of cause their agents to deliver, to the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company all copies of such information then in their possession or its counsel in any discussions or meetings with the SECcontrol.

Company Action. (a) The Company hereby approves of and consents to the inclusion in Offer. As soon as practicable on the Offer Documents date of the Company Recommendationcommencement of the Offer, as it may be amended, modified or withdrawn. The the Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in Commission a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”) "), and shall mail the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor Schedule 14D-9 to the Special Committee, in its entirety, and a description holders of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date Shares as promptly as practicable after the commencement of the Offer. The Schedule 14D-9 will at all times set forth, following and the filing Company hereby represents, that the Board of Directors of the Schedule TO, Company has unanimously (a) determined that the Offer and the Merger (as defined in Section 2.1) are fair to and in the best interests of the Company shall file with and its shareholders, (b) approved this Agreement and the SEC transactions contemplated hereby, including the Offer and disseminate the Merger, and (c) resolved to recommend acceptance of the Offer and approval and adoption of the Merger and this Agreement by the holders of Shares, in each case as . The Company shall give the Parent and its counsel an opportunity to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) review the Schedule 14D-9 thatand any amendments or supplements thereto prior to their being filed with the Commission, subject and shall furnish to Section 7.03(b), shall reflect Parent and its counsel copies of any comments the Company Recommendation and include may receive from the notice of appraisal required Commission or its staff with respect to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with promptly after receipt of such comments. Parent, the SEC. The Purchaser and the Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case hereby consents to the extent required by applicable United States federal securities laws inclusion in the Offer Documents and any other Applicable LawTender Offer Material (as defined in Rule 14d-2(b)(5) adopted pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the recommendation and determinations referred to in this Section 1.2. ParentThe Company further represents and warrants that Summit Investment Corporation, Merger Sub and their counsel shall financial advisor to the Company (the "Advisor"), has delivered to the Company's Board of Directors its written opinion to the effect that the consideration to be given a reasonable opportunity received by the holders of Shares pursuant to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, Offer and the Merger is fair to such holders from a financial point of view. The Company shall give reasonable has been authorized by the Advisor to permit the inclusion of such fairness opinion in the Offer Documents and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, that in the Proxy Statement referred to in Section 3.2.8(c). The Company or its counsel may receive from time to time from the SEC or its staff with respect hereby consents to the Schedule 14D-9 promptly after receipt inclusion of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate such fairness opinion in the response of the Company to those comments Offer Documents and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECother Tender Offer Material.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that (i) the Board, acting upon the unanimous recommendation of the Special Committee, at meetings duly called and held on July 29, 1999 and August 4, 1999, has (A) determined that this Agreement, as amended, and the Transactions, including each of the Offer and the Merger, are advisable and fair to and in the best interests of the holders of Shares (other than Purchaser and its Affiliates), (B) approved and adopted this Agreement and the Transactions, including each of the Merger and the Offer, (C) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Purchaser and, if required by applicable law, approve and adopt this Agreement and the Merger, and (ii) Solomon has delivered to the Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents and the Proxy Statement (as hereinafter defined) of the recommendation of the Board described in the immediately preceding sentence. The Company has been advised by each of its directors and executive officers that they intend to vote such Shares in favor of the approval and adoption by the stockholders of the Company Recommendationof this Agreement and the Transactions. (b) As soon as practicable on the date of commencement of the Offer, as it may be amended, modified or withdrawn. The the Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, thereto the “"Schedule 14D-9”") and shall mail the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor Schedule 14D-9 to the Special Committee, in its entirety, and a description stockholders of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date Company promptly after the commencement of the Offer. The Schedule 14D-9 shall, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and except to the extent required by inconsistent with the fiduciary duties of the Board under applicable United States federal securities laws and any other Applicable Law, law (i) the Schedule 14D-9 that, subject to Section 7.03(bas determined in good faith after consultation with independent counsel), shall reflect at all times contain the determinations, approvals and recommendations described in Section 1.2(a). Purchaser and the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become (or shall have become known to be) false or misleading in any material respect. The respect and the Company shall use its reasonable best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws laws. Purchaser and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed prior to its filing with the SEC, SEC and shall be provided with any written or verbal comments the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments such comments. (c) In connection with the Offer, the Company will, or will cause its transfer agent to, promptly furnish Purchaser with mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders and non-objecting beneficial owners of the Shares and of Company Stock Options (as defined in Section 2.07) as of a recent date and shall furnish Purchaser with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Purchaser or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other communications and give Parent documents necessary to consummate the Merger, Purchaser and its counsel a reasonable opportunity affiliates and associates shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, will deliver to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with all copies of such information received from the Company or its counsel in any discussions or meetings with the SECpursuant to this Agreement.

Company Action. (a) The Company hereby consents to the inclusion Offer and -------------- represents that its Board of Directors has determined by a unanimous vote that the Offer and the Merger are fair to, and in the best interests of, the Company and its stockholders, has approved the Offer Documents and the Merger, has approved and adopted this Agreement, and has resolved to recommend acceptance of the Offer to, and adoption of this Agreement by, the Company's stockholders. The Company further represents that Xxxxxxx, Xxxxx & Co. has opined to the Board of Directors of the Company Recommendationthat, as it may of November 30, 1995, the consideration in cash to be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders and any available listing or computer file containing the names and addresses of all record received by holders of Shares and lists Preferred Shares pursuant to the Offer and the Merger is fair to such holders. In addition, the Independent Directors of securities positions the Company, as such term is defined in the Standstill Agreement, dated November 30, 1988, between Warburg Pincus Capital Company, L.P. ("WP") and the Company (the "Standstill Agreement"), have approved the transactions contemplated by the Tender Agreement, dated the date hereof, between WP and BHP (the "Tender Agreement") in accordance with the terms of the Standstill Agreement. As soon as practicable after the date hereof, the Company shall file with the Commission but in no event prior to such date as the Purchaser has filed the Tender Offer Documents with the Commission and mail to holders of record and beneficial owners of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in Preferred Shares a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments or supplements theretosuch Schedule 14D-9, as amended from time to time, the “"Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b"), which shall reflect the Company Recommendation such determination and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respectrecommendation. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from furnish Purchaser with such additional information, if any, including updated or additional lists of stockholders, mailing labels and lists of securities positions, and other assistance as the SEC or its staff with respect Purchaser may reasonably request in order to be able to communicate the Offer to the Schedule 14D-9 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response stockholders of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, As soon as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 most recent reasonably practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the date of commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, including all exhibits thereto (together with all amendments and supplements thereto, the "SCHEDULE 14D-9"), containing the recommendations of the Special Committee and the Board described in Section 3.04(b), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 under the Exchange Act, and any other applicable law. The Company, Parent and Purchaser shall correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall become false or misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of SharesShares and Warrants, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Lawlaw. Parent, Merger Sub Purchaser and their respective counsel shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed prior to the filing thereof with the SEC. The Company shall provide Parent, Purchaser and their respective counsel with a copy of any written comments or telephonic notification of any oral comments the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after the receipt of those comments or other communications and give Parent thereof. The Company and its counsel shall provide Parent, Purchaser and their respective counsel with a reasonable opportunity to participate in all communications with the response SEC and its staff, including any meetings and telephone conferences, relating to the Schedule 14D-9, the Transactions or this Agreement. (b) In connection with the Transactions, the Company shall promptly furnish, or cause to be furnished, Parent and Purchaser with mailing labels containing the names and addresses of the Company record holders of Shares and Warrants as of a recent date and of those persons becoming record holders subsequent to those comments such date, together with copies of all lists of stockholders, Warrantholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares and Warrants, and shall furnish to provide comments on that response Purchaser such information and assistance (including updated lists of stockholders, Warrantholders, security position listings and computer files) as Parent and Purchaser may reasonably request in communicating the Offer to which reasonable the Company's stockholders and good-faith consideration Warrantholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be given)terminated, including by participating with will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or its counsel summaries from such information then in any discussions their possession or meetings with the SECcontrol.

Company Action. (a) The Company hereby consents to As soon as reasonably practicable on the inclusion in the Offer Documents date of the Company Recommendation, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule 14D-9"), containing the recommendations of the Special Committee and the Board described in Section 3.04(b), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 under the Exchange Act, and any other applicable Law. The Company, Parent and Purchaser shall correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall become false or misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed prior to the filing thereof with the SEC, and the . The Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with a copy of any written comments or other communications, whether written or oral, that telephonic notification of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of those comments or other communications thereof. The Company and give its counsel shall provide Parent and its counsel with a reasonable opportunity to participate in all communications with the response SEC and its staff, including any meetings and telephone conferences, relating to the Schedule14D-9, the Transactions or this Agreement. (b) In connection with the Transactions, the Company shall furnish, or cause to be furnished, Purchaser promptly with mailing labels containing the names and addresses of the Company record holders of Shares as of a recent date and of those persons becoming record holders subsequent to those comments such date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares, and shall furnish to provide comments on that response Purchaser such information and assistance (including updated lists of shareholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to which reasonable the Company's shareholders. Subject to the requirements of applicable law, and good-faith consideration except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be given)terminated, including by participating with will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or its counsel summaries from such information then in any discussions their possession or meetings with the SECcontrol.

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, at a meeting duly called and held on December 7, 2003 (the “Meeting”), at which all of the Directors were present (either in person or via tele-conference), unanimously (i) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Acquisition, (ii) recommended that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer, and (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Acquisition, are fair to, and in the best interests of, the stockholders of the Company. Lazard Freres & Co. LLC (“Lazard”) has delivered to the Board of Directors of the Company its opinion that the Per Share Amount to be paid to the holders of Shares in the Offer is fair, from a financial point of view, to such holders. Subject to the provisions of Section 4.7(b), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of Company Recommendation, as it may be amended, modified or withdrawn. in favor of the Offer. (b) The Company shall file with the SEC, as promptly furnish Parent with a list of its stockholders and any available listing or computer file containing as practicable after 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 filing by Purchaser of the most recent practicable date, and shall provide Schedule TO with respect to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in , a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act and provisions of all other Applicable Lawsapplicable securities law. The Company shall mail such Schedule 14D-9 to the stockholders of the Company along with the Offer Documents promptly after the commencement of the Offer. The Schedule 14D-9 and the Offer Documents shall contain the recommendation of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub Company described in Section 1.2(a) hereof. The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case the Company’s stockholders to the extent required by applicable United States federal securities laws laws. Purchaser and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time and any amendments thereto before any such document is they are filed with the SEC, and the . The Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent Purchaser and its legal counsel with any comments or other communications, whether written or oral, that the Company or its legal counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those such comments or other communications and give Parent shall consult with Purchaser and its legal counsel a reasonable opportunity prior to participate in responding to any comments. (c) In connection with the response of Offer, the Company to those comments shall promptly upon execution of this Agreement furnish Purchaser with mailing labels containing the names and to provide comments on that response (to which reasonable addresses of all record holders of Shares and good-faith consideration security position listings of Shares held in stock depositories, each as of a recent date, and shall be given)promptly furnish Purchaser with such additional information, including by participating with the Company updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Purchaser or its counsel in any discussions or meetings with agents may reasonably request for the SECpurpose of communicating the Offer to the record and beneficial holders of Shares.

Company Action. (a) The Company hereby approves of and consents to the inclusion Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on March 12, 2000, acting by unanimous vote, (i) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and the Voting Agreement; (ii) recommended that the holders of Company Common Shares who desire cash for their Shares at this time accept the Offer, tender their Company Common Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; and (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, fair to and in the Offer Documents best interests of the stockholders of the Company. (b) The Company Recommendationhereby agrees to file with the SEC, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders and any available listing or computer file containing as practicable after 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 filing by Tribune of the most recent practicable date, and shall provide Schedule TO with respect to Parent the Offer but in any event on the date such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection Schedule TO is filed with the Offer. The Company shall also include in SEC, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule "SCHEDULE 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act provisions of all applicable federal securities laws and all other Applicable Laws(ii) will include the opinion of the Company Financial Advisor referred to in Section 4.17 hereof. The Company agrees to mail such Schedule 14D-9 to the holders of Company Common Shares along with the Offer Documents promptly after the commencement of the Offer. The Company agrees that the Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Company's Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2described in Sections 1.2(a) of Delaware Law as the Stockholder List Datehereof. Each of the Company, Parent and Merger Sub The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and Tribune, with respect to information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (and Tribune shall supplement the information provided by it specifically for use in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein that are based on such provided information, in light of the circumstances under which they were made, not misleading), and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected or supplemented, to be filed with the SEC and to be disseminated to the holders of Company Common Shares, in each case to the extent required by applicable United States federal securities laws laws. Tribune and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in . (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly to any comments following execution of this Agreement furnish Tribune with mailing labels containing the SEC names and addressees of all record holders of Company Common Shares, non-objecting beneficial owners list and security position listings of Company Common Shares held in stock depositories, each as of a recent date, and shall promptly furnish Tribune with such additional information, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Parent or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9, (B) provide Parent record and its counsel with any comments or other communications, whether written or oral, that the beneficial holders of Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECCommon Shares.

Company Action. (a) The Company hereby approves of and consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Tender Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together Concurrently with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate 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”). The Schedule 14D-9 will set forth, and the Company hereby represents to Ford and Parent, that (a) each of the Special Committee and the Board of Directors of the Company, at meetings duly called and held, has (i) determined that each of the Tender Offer and the Merger is fair to and in the best interests of the Company’s stockholders (other than Parent and its affiliates); (ii) approved this Agreement and the transactions contemplated hereby, including, without limitation the Tender Offer and the Merger; and (iii) resolved to recommend that the Company’s stockholders accept the Tender Offer, tender their Shares pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval; provided, however, that such recommendation may be withdrawn or modified to the extent that the Board, based on the recommendation of the Special Committee, determines in good faith, based on the advice of outside counsel, that such recommendation would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable law; and (b) Lazard Frères & Co. LLC, the financial advisor to the Special Committee (“Lazard LLC”), has delivered to the Special Committee and the Board its written opinion that the consideration to be received by the stockholders of the Company (other than Parent and its affiliates) pursuant to each of the Tender Offer and the Merger is fair to such stockholders from a financial point of view. The Schedule 14D-9 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 Ford or Parent in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Datelaws. Each of the Company, Parent on the one hand, and Merger Sub Ford and Parent, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or and misleading in any material respect. The respect and the Company shall use its reasonable best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable United States federal securities laws laws. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable the opportunity to review and comment on the initial Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03In addition, the Company shall (A) respond promptly agrees to any comments of the SEC or its staff with respect to the Schedule 14D-9provide Ford, (B) provide Parent and its their counsel with any comments or other communications, whether written or oral, 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 promptly after the receipt of those such comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECcommunications.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company's Board of Directors, at a meeting duly called and held, has (i) determined that the terms of the Offer are fair to and in the best interests of the stockholders of the Company, (ii) approved this Agreement, the Offer and the other transactions contemplated hereby and (iii) resolved (subject to the limitations contained herein) to recommend that the stockholders of the Company accept the Offer, tender their Shares to Purchaser thereunder and approve and adopt this Agreement. Subject to Section 4.3 below, the Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawnBoard's recommendation described in the immediately preceding sentence. The Company shall promptly furnish Parent has been authorized by Prairie Capital Advisors, Inc., the Company's financial advisor, to permit the inclusion of a copy its fairness opinion with a list of its stockholders and any available listing or computer file containing regard to 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 transactions contemplated hereby. (b) On the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection date the Offer Documents are filed with the Offer. The SEC, the Company shall also include in file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with any amendments such Schedule 14D-9, as amended or supplements theretosupplemented from time to time, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 thatcontaining, subject to Section 7.03(b)4.3 below, the recommendations referred to in paragraph (a) above and shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause mail the Schedule 14D-9 to comply the record holders of Shares as required by law. Purchaser will promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, all material respects with information concerning Purchaser as required by Section 14(f) of the 1934 Exchange Act and all other Applicable Laws. The Board of Directors Rule 14F-1 thereunder, and the Company shall set include such information in the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List DateSchedule 14D-9. Each of the Company, Parent Company and Merger Sub agrees Purchaser shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The , and the Company shall use its reasonable best efforts take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so corrected amended or supplemented to be filed with the SEC and to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by or deemed advisable under applicable United States federal securities laws laws. Purchaser and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on upon the Schedule 14D-9 each time before any such document is filed prior to its filing with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect dissemination to stockholders of the Schedule 14D-9, (B) Company. The Company shall provide Parent Purchaser and its counsel in writing with any written comments or other communications(and orally, whether written or oral, that any oral comments) the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of those such comments or other communications and give Parent shall consult with Purchaser and its counsel prior to responding to such comments. (c) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a reasonable opportunity recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as the Company, Purchaser or their agents may reasonably require in communicating the Offer to participate the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Purchaser and its Affiliates shall hold in confidence the information contained in such labels, listings and files, shall use such information solely in connection with the Offer, and, if this Agreement is terminated in accordance with Section 6.1 hereof, shall promptly deliver or cause to be delivered to the Company all copies of such information, labels, listings and files then in their possession or in the response possession of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company their agents or its counsel in any discussions or meetings with the SECrepresentatives.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that: (i) its Board of Directors, at a meeting duly called and held on April 20, 1997, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the holders of Shares, (B) approved this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, and (C) 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 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); and (ii) Goldxxx, Xxchx & Xo. (the "Financial Adviser") has delivered to the Board of Directors of the Company its written opinion that the consideration to be received by holders of Shares, other than Parent and Purchaser, pursuant to each of the Offer and the Merger is fair to such holders. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawn. recommendations of the Company's Board of Directors described in this Section 1.2(a). (b) The Company shall promptly furnish Parent file with a list of its stockholders 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 depositoriesSEC, in each case true and correct as contemporaneously with the commencement of the most recent practicable dateOffer pursuant to Section 1.1, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the “"Schedule 14D-9”"), containing the recommendations of the Company's Board of Directors described in Section 1.2(a)(i) and shall promptly mail the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor Schedule 14D-9 to the Special Committeestockholders of the Company. The Schedule 14D-9 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, in its entiretyas amended (the "Exchange Act"), and a description of such fairness opinion the rules and regulations promulgated thereunder. The Company, Parent and Purchaser each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of Company further agrees to take all steps necessary to cause the Schedule TO, the Company shall file 14D-9 as so corrected to be filed with the SEC and disseminate 8 4 disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws laws. (c) In connection with the Offer, if requested by Purchaser, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any other Applicable Law, (i) available listings or computer files containing the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation names and include the notice addresses of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, each as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of stockholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Parent, Purchaser or their agents may reasonably require in each case communicating the Offer to the extent required by applicable United States federal securities laws record and beneficial holders of Shares. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity documents necessary to review and comment on consummate the Schedule 14D-9 each time before any such document is filed with the SEC, Offer and the Company Merger, Parent and each of their affiliates and associates shall give reasonable and good-faith consideration hold in confidence the information contained in any of such lists, labels or additional information and, if this Agreement is terminated, shall promptly deliver to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments all copies of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate such information then in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECtheir possession.

Company Action. (a) The Company hereby approves of and consents to the inclusion in Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer Documents and the Merger; (ii) recommended that the shareholders of the Company Recommendationaccept the Offer, as it may be amendedtender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, modified or withdrawnincluding the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; and (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 hereby and thereby. The Company shall promptly furnish Parent with further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a list of its stockholders 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 depositorieswritten opinion, in each case true and correct dated as of February 25, 2000, to the most recent practicable dateeffect that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser and shall provide the Contributing Shareholders) of the Company pursuant to Parent the Offer and the Merger is fair to such additional information shareholders from a financial point of view. (including updated lists of stockholders and lists of securities positionsb) and such other assistance as Parent may reasonably request in connection The Company hereby agrees to file with the SEC, as promptly as practicable after the filing by Parent and Purchaser of the Schedule TO with respect to the Offer. The Company shall also include in , a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto Schedule 13E-3 that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act provisions of all applicable Federal securities laws and all other Applicable Laws(ii) will include the opinion of X.X. Xxxxxx referred to in Section 1.2(a) hereof. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by described in Section 262(d)(21.2(a) of Delaware Law as the Stockholder List Datehereof. Each of the Company, Parent and Merger Sub The Company agrees promptly to correct the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that it shall become false or misleading in any material respect (and each of Parent and Purchaser, with respect to written information provided supplied by it specifically for use in the Schedule 14D-9 if or the Schedule 13E-3, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the extent information contained in the Schedule 14D-9 or the Schedule 13E-3 to include any information that such information shall have become (or shall have become known necessary in order to be) false or misleading make the statements therein, in any material respect. The light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 or the Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case the Company's shareholders to the extent required by applicable United States federal Federal securities laws laws. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in . (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly to any comments upon execution of this Agreement furnish Parent with mailing labels containing the SEC names and addresses of all record holders of Shares, non-objecting beneficial owners list and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish Parent with such additional information, including updated lists of shareholders, mailing labels and security position listings, and such other information and assistance as Parent or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9, (B) provide Parent record and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt beneficial holders of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECShares.

Company Action. (a) The Company TPC hereby approves of and consents to the Offer and represents that (i) the TPC Board of Directors, at a meeting duly called and held, has (A) determined that this Agreement and the transactions contemplated hereby, including, without limitation, each of the Offer and the Merger (the "TRANSACTIONS"), are fair to and in the best interests of the holders of Shares (other than Parent and its Subsidiaries), (B) approved and adopted this Agreement and the Transactions and (C) resolved to recommend, subject to the conditions set forth herein, that the stockholders of TPC accept the Offer and approve and adopt this Agreement and the Transactions; and (ii) Xxxxxx Brothers, Inc. ("XXXXXX BROTHERS") has delivered to the TPC Board of Directors a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to such holders from a financial point of view. TPC has been authorized by Xxxxxx Brothers, subject to prior review by such financial advisor, to include the fairness opinion of Xxxxxx Brothers (or references thereto) in the Offer Documents and in the Schedule 14D- 9 (as defined in Section 1.2(b)) and the Proxy Statement referred to in Section 4.4. Subject to the fiduciary duties of the TPC Board of Directors under applicable law, TPC hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 recommendation of the most recent TPC Board of Directors described above. (b) As soon as reasonably practicable dateon the date of commencement of the Offer, and TPC shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection file with the Offer. The Company shall also include in SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the “Schedule "SCHEDULE 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co.containing, financial advisor subject only to the Special Committeefiduciary duties of the TPC Board of Directors under applicable law, the recommendation of the TPC Board of Directors described in its entiretySection 1.2(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and a description any other applicable federal securities laws. TPC, PHI and ACo agree to correct promptly any information provided by any of such fairness opinion and the financial analysis relating thereto that provides the information called them for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of use in the Schedule TO14D-9 which shall have become false or misleading, and TPC further agrees to take all steps necessary to cause the Company shall file Schedule 14D-9 as so corrected to be filed with the SEC and disseminate disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Lawlaws. PHI, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub ACo and their counsel shall be given a reasonable an opportunity to review and comment on the Schedule 14D-9 each time before and any such document is filed amendments thereto prior to the filing thereof with the SEC, . TPC will provide PHI and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub ACo and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with a copy of any written comments or other communications, whether written or oral, that the Company or its counsel telephonic notification of any oral comments TPC may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof and will provide PHI and ACo and their counsel with a copy of those comments or other communications any written responses and give Parent and its counsel a reasonable opportunity to participate in the telephonic notification of any oral response of TPC or its counsel. (c) TPC shall promptly furnish ACo with mailing labels containing the Company names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of the most recent date reasonably practicable, together with all other available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares as of the most recent date reasonably practicable. TPC shall furnish ACo with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as PHI, ACo or their agents may reasonably request in connection with the Transactions. Subject to those comments the requirements of applicable law, and except for such steps as are necessary to provide comments on that response (disseminate the Offer Documents and any other documents necessary to which reasonable consummate the Offer or the Merger, PHI and good-faith consideration ACo shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Transactions, and, if this Agreement shall be giventerminated in accordance with Section 8.1, shall deliver promptly to TPC all copies of such information then in their possession and shall certify in writing to TPC its compliance with this Section 1.2(c), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Company hereby approves of and consents to the inclusion in Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on June 30, 1997, at which a majority of the Directors were present: (i) duly approved and adopted this Agreement, the Option Agreement and the transactions contemplated hereby and thereby, including the Offer Documents and the Merger, recommended that the stockholders of the Company Recommendationaccept 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 hereby, including the Offer and the Merger, are fair to and in the best interests of the holders of both the Company Common Stock and the Series D Shares; and (ii) with respect to the Rights Agreement, duly amended the Rights Agreement to provide that (1) neither this Agreement nor any of the transactions contemplated hereby, including the Offer and the Merger, will result in the occurrence of a "Distribution Date" (as it may such term is defined in the Rights Agreement) or otherwise cause the Rights to become exercisable by the holders thereof and (2) the Rights shall automatically on and as of the Effective Time (as hereinafter defined) be amended, modified void and of no further force or withdrawn. effect. (b) The Company shall file with the SEC, as promptly furnish Parent with a list of its stockholders and any available listing or computer file containing as practicable after 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 filing by the Purchaser of the most recent practicable date, and shall provide Schedule 14D-1 with respect to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in , a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any and all amendments or supplements thereto, and including the “exhibits thereto, the "Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the "). The Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act provisions of all applicable Federal securities law and, on the date filed with the SEC and all other Applicable Laws. The Board of Directors shall set on the record date for first published, sent or given to the Company’s stockholders entitled 's stockholders, shall not contain any untrue statement of material fact or omit to receive state any material fact required to be stated therein or necessary in order to make the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each statements therein, in light of the Companycircumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information furnished by Parent and Merger Sub agrees promptly to correct any information provided by it or the Purchaser for use inclusion in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect14D-9. The Company shall use its reasonable best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case and as and to the extent required by applicable United States federal Federal securities laws and any other Applicable Lawlaws. ParentThe Company shall mail, Merger Sub and their counsel shall or cause to be given a reasonable opportunity to review and comment on the mailed, such Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response stockholders of the Company at the same time the Offer Documents are first mailed to those comments the Stockholders of the Company together with such Offer Documents. The Schedule 14D-9 and to provide comments on that response the Offer Documents shall contain the recommendations of the Board of Directors 3 (to which reasonable and good-faith consideration shall be given), including by participating c) In connection with the Company Offer, the Company, promptly upon execution of this Agreement, shall furnish or cause to be furnished to the Purchaser mailing labels containing the names and addresses of all record holders of Shares and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish the Purchaser with such additional information (including, but not limited to, updated lists of stockholders and their addresses, mailing labels and security position listings) and such other information and assistance as the Purchaser or its counsel in any discussions or meetings with agents may reasonably request for the SECpurpose of communicating the Offer to the record and beneficial holders of Shares.

Company Action. (a) The Company hereby approves of and consents to -------------- the Offer and represents that (i) the Board, at a meeting duly called and held on November 20, 1997, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the holders of Shares, (B) approved and adopted this Agreement and the transactions contemplated hereby and (C) recommended that the stockholders of Company accept the Offer and approve and adopt this Agreement and the transactions contemplated hereby, and (ii) Credit Suisse First Boston Corporation ("First Boston") has rendered to the Board its ------------ opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of 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. Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. 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, the approval set forth in clause (a)(i) shall, among other things, satisfy the restrictions on business combinations contained in Section 203 of the GCL with respect to the transactions contemplated hereby. Company Recommendationhas been advised by each of its directors and executive officers that they intend to vote all Shares beneficially owned by them in favor of the approval and adoption by the stockholders of Company of this Agreement and the transactions contemplated hereby. (b) As soon as reasonably practicable on or after the date of commencement of the Offer, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the “"Schedule 14D-9”") containing the fairness opinion -------------- recommendation of Xxxxx Xxxxxxx & Co., financial advisor the Board described in Section 1.2(a) and shall disseminate the Schedule 14D-9 to the Special Committeeextent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, in its entiretyas amended (the "Exchange Act"), and a description any other ------------ applicable federal securities laws. Company, Parent and Purchaser agree to correct promptly any information provided by any of such fairness opinion and the financial analysis relating thereto that provides the information called them for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of use in the Schedule TO14D-9 which shall have become false or misleading, and Company further agrees to take all steps reasonably necessary to cause the Company shall file Schedule 14D-9 as so corrected to be filed with the SEC and disseminate disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws laws. (c) Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. Company shall furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other Applicable Law, (i) documents necessary to consummate the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect Offer or the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the CompanyMerger, Parent and Merger Sub agrees promptly to correct any Purchaser shall hold in confidence the information provided by it for contained in such labels, listings and files, shall use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or only in connection with any disclosures made the Offer and the Merger, and, if this Agreement shall be terminated in compliance accordance with Section 7.037.1, the shall deliver to Company shall (A) respond promptly to any comments all copies of the SEC such information then in their or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECtheir agents' possession.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its Board of Directors, after consultation with its advisors, at a meeting duly called and held on September 19, 1995, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer, are fair to and in the best interests of the Company and its shareholders, (ii) approved this Agreement and the transactions contemplated hereby, and (iii) resolved to recommend that the shareholders of the Company accept the Offer and tender their Shares to the Purchaser thereunder in accordance with the Letter of Transmittal. The Company hereby consents to the inclusion in the Offer Documents of the determinations, approvals and recommendations of the Company's Board of Directors described in this Section 1.2(a) and references to the opinion of Merrill Lynch, Pierce, Fenner & Smith Incorpoxxxxx ("Merrill Lynch") xxxxxred xx xn Section 2.18. EXHIBIT 99(a) - - - - - (5 of 56) (b) Concurrently with the mailing of the Offer Documents, the Company Recommendation, as it may be amended, modified or withdrawn. The Company (i) shall promptly furnish Parent with a list mail to holders of its stockholders 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 to each case true and correct as of the most recent practicable datedirectors of the Company and shall file with the Director and the Canadian Securities Authorities a Directors' Circular (together with all amendments, supplements and exhibits (including the opinion of Merrill Lynch referred to in Section 2.18) thxxxxx, txx "Xirectors' Circular") which shall reflect the determinations and recommendation referred to in Section 1.2(a), and (ii) shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection file with the Offer. The Company shall also include in SEC a Solicitation/Recommendation Statement on Schedule 14D-9 14D-9F (together with any all amendments or and supplements thereto, the “"Schedule 14D-9”14D-9F") which shall contain (included as an exhibit) the fairness opinion of Xxxxx Xxxxxxx & Co.Directors' Circular. The Company, financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion Parent and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in Purchaser each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Directors' Circular or the Schedule 14D-9 if and to the extent 14D-9F that such information shall have become (or shall have become known to be) false or misleading in any material respect. The , and the Company shall use its reasonable best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 Directors' Circular as so corrected to be filed with the SEC and to be disseminated to holders of SharesShares and filed with the Director, the Canadian Securities Authorities, and the Schedule 14D-9F as so corrected to be disseminated to holders of Shares and to be filed with the SEC, in each case as and to the extent required by Canadian Securities Laws and applicable United States federal securities laws. The Company will comply with the laws of the Province of Quebec relating to the use of the French language in connection with the Directors' Circular to be delivered to shareholders of the Company. The Company agrees to use its best efforts to cause the senior officers and any other Applicable Lawdirectors of the Company to support the Offer. To the knowledge of the Company, all the senior officers and directors of the Company intend to tender their Shares pursuant to the Offer. The Parent, Merger Sub the Purchaser and their counsel shall be given a reasonable an opportunity to review the Directors' Circular and comment on the Schedule 14D-9 each time before any such document is 14D-9F prior to its being mailed to holders of record of Shares and filed with the Director, the Canadian Securities Authorities and the SEC, respectively. The Company agrees to provide the Parent and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub Purchaser and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or counsel in connection writing with any disclosures made in compliance with Section 7.03written comments, the Company shall (A) respond promptly to any comments of the SEC notices or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, that communications the Company or its counsel may receive from time to time from the Director, the Canadian Securities Authorities or the SEC or its staff with respect to the Offer, the Offer Documents, the Directors' Circular or the Schedule 14D-9 14D-9F promptly after the receipt of those comments such comments. (c) In connection with the Offer, if requested by the Purchaser, the Company shall (i) permit its registrar and transfer agent to act as the Purchaser's depositary under the Offer, (ii) promptly furnish the Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or other communications computer files containing the names and give Parent and its counsel a reasonable opportunity to participate in the response addresses of the Company record holders of Shares, each as of a EXHIBIT 99(a) - - - - - (6 of 56) recent date, and (iii) promptly furnish the Purchaser with such additional information (including updated lists of shareholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as the Parent, the Purchaser or their agents may reasonably request in communicating the Offer to those comments the record and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECbeneficial holders of Shares.

Company Action. (a) The Company hereby approves of and consents to the inclusion Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on July 8, 2002: (i) 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 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 hereby, including the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company; (iv) took all action necessary to render the limitations on business combinations contained in Section 203 of the Delaware Law inapplicable to this Agreement, and the transactions contemplated hereby and thereby; and (v) waived the restrictions on transferring Shares contained in the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate") only to the extent necessary to permit (x) holders of Shares to tender their Shares in the Offer Documents and (y) Purchaser to purchase validly tendered Shares in the Offer. (b) The Company hereby agrees to file with the SEC, concurrently with the filing by Parent and Purchaser of the Company Recommendation, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent Schedule TO with a list of its stockholders 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 most recent practicable date, and shall provide respect to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in , a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act and provisions of all other Applicable Lawsapplicable federal securities laws. The Company agrees to mail such Schedule 14D-9 to the stockholders of the Company along with the Offer Documents. The Schedule 14D-9 and the Offer Documents shall contain the recommendation of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by described in Section 262(d)(21.2(a) of Delaware Law as the Stockholder List Datehereof. Each of the Company, Parent and Merger Sub The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected or supplemented, to be filed with the SEC and to be disseminated to holders of Shares, in each case the Company's stockholders to the extent required by applicable United States federal securities laws laws. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time and any supplements thereto before any such document is they are filed with the SEC, and the . The Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those such comments and shall consult with Parent, Purchaser and their counsel prior to responding to any comments. (c) In connection with the Offer, the Company shall promptly upon execution of this Agreement furnish Parent with mailing labels containing the names and addresses of all record holders of Shares, and (to the extent available) non-objecting beneficial owners lists and security position listings of Shares held in stock depositories, each as of the most recent practicable date, and shall promptly furnish Parent with such additional information, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Parent or its agents may reasonably request for the purpose of communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other communications and give documents reasonably necessary to consummate the Offer or the Merger, Parent and its counsel a reasonable opportunity Purchaser shall hold in confidence the information held in such labels and listings, shall use such information solely in connection with the Offer and the Merger, and if this Agreement is terminated or if the Offer is otherwise terminated, shall promptly destroy or cause to participate be destroyed or deliver or cause to be delivered to the Company all copies of such information then in their possession or in the response possession of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company their agents or its counsel in any discussions or meetings with the SECrepresentatives.

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, at a meeting duly called and held on December 7, 2003 (the "Meeting"), at which all of the Directors were present (either in person or via tele-conference), unanimously (i) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Acquisition, (ii) recommended that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer, and (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Acquisition, are fair to, and in the best interests of, the stockholders of the Company. Lazard Freres & Co. LLC ("Lazard") has delivered to the Board of Directors of the Company its opinion that the Per Share Amount to be paid to the holders of Shares in the Offer is fair, from a financial point of view, to such holders. Subject to the provisions of Section 4.7(b), the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board of Directors of Company Recommendation, as it may be amended, modified or withdrawn. in favor of the Offer. (b) The Company shall file with the SEC, as promptly furnish Parent with a list of its stockholders and any available listing or computer file containing as practicable after 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 filing by Purchaser of the most recent practicable date, and shall provide Schedule TO with respect to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in , a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act and provisions of all other Applicable Lawsapplicable securities law. The Company shall mail such Schedule 14D-9 to the stockholders of the Company along with the Offer Documents promptly after the commencement of the Offer. The Schedule 14D-9 and the Offer Documents shall contain the recommendation of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub Company described in Section 1.2(a) hereof. The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case the Company's stockholders to the extent required by applicable United States federal securities laws laws. Purchaser and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time and any amendments thereto before any such document is they are filed with the SEC, and the . The Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent Purchaser and its legal counsel with any comments or other communications, whether written or oral, that the Company or its legal counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those such comments or other communications and give Parent shall consult with Purchaser and its legal counsel a reasonable opportunity prior to participate in responding to any comments. (c) In connection with the response of Offer, the Company to those comments shall promptly upon execution of this Agreement furnish Purchaser with mailing labels containing the names and to provide comments on that response (to which reasonable addresses of all record holders of Shares and good-faith consideration security position listings of Shares held in stock depositories, each as of a recent date, and shall be given)promptly furnish Purchaser with such additional information, including by participating with the Company updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Purchaser or its counsel in any discussions or meetings with agents may reasonably request for the SECpurpose of communicating the Offer to the record and beneficial holders of Shares.

Company Action. (a) The Company hereby consents to the inclusion Offer and represents that its Board of Directors has determined by a unanimous vote that the Offer and the Merger are fair to, advisable and in the best interests of, the Company and its stockholders, has approved the Offer Documents and the Merger, has approved and adopted this Agreement, and has resolved to recommend acceptance of the Offer to, and adoption of this Agreement by, the Company's stockholders (it being understood that, notwithstanding anything in this Agreement to the contrary, if the Company's Board of Directors shall conclude, acting in good faith, after receiving advice from outside counsel or its financial advisor, 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). The Company further represents that Xxxxxx Xxxxxxx & Co. Incorporated has delivered its written opinion to the Board of Directors of the Company Recommendationthat, as it may of the date hereof, the consideration to be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders and any available listing or computer file containing the names and addresses of all record received by 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 shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor pursuant to the Special Committee, in its entirety, and a description of such fairness opinion Offer and the Merger is fair to such holders from a financial analysis relating thereto that provides the information called for by Item 1015(b) point of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after view. Contemporaneously with the commencement of the Offer, following but in no event prior to such date as the filing of Purchaser has filed the Schedule TOTender Offer Documents with the Commission, the Company shall file with the SEC Commission and disseminate mail to holders of record and beneficial owners of Shares a Solicitation/ Recommendation Statement on SCHEDULE 14D-9 with respect to the Offer (such SCHEDULE 14D-9, as amended from time to time, the "SCHEDULE 14D-9"), which shall contain the recommendation of the Company's Board of Directors set forth in the preceding sentence. Parent, Purchaser and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Commission and disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respectlaws. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from furnish Purchaser with such additional information, if any, including updated or additional lists of stockholders, mailing labels and lists of securities positions, and other assistance as the SEC or its staff with respect Purchaser may reasonably request in order to be able to communicate the Offer to the Schedule 14D-9 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response stockholders of the Company Company. Subject to those comments the requirements of law, and except for such steps as are necessary to provide comments on that response (disseminate the Offer Documents, Parent, Purchaser and each of their respective affiliates and associates shall hold in confidence the information contained in any of such lists, labels or additional information and, if this Agreement is terminated, shall promptly redeliver to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel all copies (of whatever nature) of such information then in any discussions or meetings with the SECtheir possession.

Company Action. (a) The Company hereby consents to the Offer and represents that the board of directors of the Company (the “Board of Directors”), at a meeting duly called and held, has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (iii) resolved that this Agreement and the Merger shall be governed by Section 251(h) of Delaware Law and that the Merger shall be consummated as soon as practicable following the Acceptance Time and (iv) subject to Section 7.03(b), resolved to make the Company Recommendation. Subject to Section 7.03(b), the Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, amended or modified or withdrawn. in accordance with this Agreement. (b) The Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”), and of all persons becoming record holders subsequent to such date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The . (c) Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the transactions contemplated hereby, each of Parent and Merger Sub shall hold in confidence the information contained in any such lists, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon the Company’s request, return to the Company or destroy all copies of such information in the possession of Parent and its Subsidiaries and direct its and their respective Representatives to do the same. (d) On the Offer Commencement Date, as soon as practicable after the commencement of the Offer, the Company shall also include (i) file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws and any other Applicable Law, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) that, subject to Section 7.03(b), shall include the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, Company Recommendation and a description of such fairness opinion thereof, and the financial analysis relating thereto that provides the information called for by Item 1015(b(ii) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of cause the Schedule TO, the Company shall file with the SEC and disseminate 14D-9 to be disseminated to holders of Shares, in each case Shares as and to the extent required by applicable United States U.S. federal securities laws and any other Applicable Law, (iincluding by setting the Stockholder List Date as the record date for purposes of receiving the notice required by Section 262(d)(2) the of Delaware Law. The Schedule 14D-9 that, subject to Section 7.03(b), shall reflect include (A) in its entirety the Company Recommendation Financial Advisor Opinion and include a description thereof and (B) the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States U.S. federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 14D- 9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-good faith consideration to any comments made by Parent, Merger Sub and their counselcounsel (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures disclosure made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9provide Parent, (B) provide Parent Merger Sub and its their counsel with (i) any written comments or other written communications (and a summary of all substantive oral comments or communications, whether written or oral, ) 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 promptly after receipt of those comments or other communications and give Parent and its counsel (ii) a reasonable opportunity to participate in the Company’s response of the Company to those comments and to provide comments on that response (to which reasonable and good-good faith consideration shall be given), including by participating with the Company or its counsel in any substantive discussions or meetings with the SEC. (e) The Company shall register the transfer of Shares accepted for payment pursuant to the Offer effective immediately after the Acceptance Time.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that the Board, at a meeting duly called and held on February 25, 1996, has (i) unanimously approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger (the "TRANSACTIONS"), and (ii) unanimously recommended that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the Transactions. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendationrecommendation of the Board described in the immediately preceding sentence, subject to the second sentence of Section 5.02(a). (b) As soon as it may be amendedpracticable on the date of commencement of the Offer, modified or withdrawn. The the Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the “"SCHEDULE 14D-9") containing the recommendation of the Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor 14D-9 to the Special Committeeextent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, in its entiretyas amended (the "EXCHANGE ACT"), and a description any other applicable federal securities laws. The Schedule 14D-9 will comply in all other material respects with the provisions of such fairness opinion applicable federal securities laws. The Company, Parent and Merger Sub agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of Company further agrees to take all steps necessary to cause the Schedule TO, the Company shall file 14D-9 as so corrected to be filed with the SEC and disseminate disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, laws. (ic) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause promptly furnish Merger Sub with mailing labels containing the Schedule 14D-9 to comply names and addresses of all record holders of Shares and with security position listings of Shares held in all material respects stock depositories, each as of a recent date, together with the 1934 Act and all other Applicable Laws. The Board available listings and computer files containing names, addresses and security position listings of Directors shall set the record date for the Company’s stockholders entitled to receive the notice holders and beneficial owners of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respectShares. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, furnish Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any with such document is filed with the SECadditional information, and the Company shall give reasonable and good-faith consideration to any comments made by Parentincluding, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.without 2

Company Action. (a) The Company hereby consents to As soon as reasonably practicable on the inclusion in the Offer Documents date of the Company Recommendation, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9, including all exhibits thereto (together with all amendments and supplements thereto, the "Schedule 14D-9"), containing the recommendations of the Special Committee and the Board described in Section 3.04(b), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 under the Exchange Act, and any other applicable Law. The Company, Parent and Purchaser shall correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall become false or misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed prior to the filing thereof with the SEC, and the . The Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with a copy of any written comments or other communications, whether written or oral, that telephonic notification of any oral comments the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of those comments or other communications thereof. The Company and give its counsel shall provide Parent and its counsel with a reasonable opportunity to participate in all communications with the response SEC and its staff, including any meetings and telephone conferences, relating to the Schedule 14D-9, the Transactions or this Agreement. (b) In connection with the Transactions, the Company shall furnish, or cause to be furnished, Purchaser promptly with mailing labels containing the names and addresses of the Company record holders of Shares as of a recent date and of those persons becoming record holders subsequent to those comments such date, together with copies of all lists of shareholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares, and shall furnish to provide comments on that response Purchaser such information and assistance (including updated lists of shareholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer to which reasonable the Company's shareholders. Subject to the requirements of applicable law, and good-faith consideration except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be given)terminated, including by participating with will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or its counsel summaries from such information then in any discussions their possession or meetings with the SECcontrol.

Company Action. (a) The Company hereby approves of and consents to the inclusion in Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 14, 2000, acting by the unanimous vote of those present: (i) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer Documents and the Merger, and the Stockholders Agreements; (ii) recommended that the stockholders of the Company Recommendationaccept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; and (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, fair to and in the best interests of the stockholders of the Company. (b) The Company hereby agrees to file with the SEC, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders and any available listing or computer file containing as practicable after 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 filing by Purchaser of the most recent practicable date, and shall provide Schedule TO with respect to Parent the Offer but in any event on the date such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection Schedule TO is filed with the Offer. The Company shall also include in SEC, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act provisions -4- 9 of all applicable Federal securities laws and all other Applicable Laws(ii) will include the opinion of the Company Financial Advisor referred to in Section 4.3(c) hereof. The Company agrees to mail such Schedule 14D-9 to the stockholders of the Company along with the Offer Documents promptly after the commencement of the Offer. The Company agrees that the Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by described in Section 262(d)(21.2(a) of Delaware Law as the Stockholder List Datehereof. Each of the Company, Parent and Merger Sub The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (and each of Parent and Purchaser shall supplement the information provided by it specifically for use in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein that are based on such provided information, in light of the circumstances under which they were made, not misleading), and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected or supplemented, to be filed with the SEC and to be disseminated to holders of Sharesthe Company's stockholders, in each case to the extent required by applicable United States federal Federal securities laws laws. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in . (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly to any comments upon execution of this Agreement furnish Parent with mailing labels containing the SEC names and addresses of all record holders of Shares, non-objecting beneficial owners list and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish Parent with such additional information, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Parent or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9, (B) provide Parent record and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt beneficial holders of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECShares.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that: (i) its Board of Directors, at a meeting duly called and held on April 20, 1997, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the holders of Shares, (B) approved this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, and (C) 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 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); and (ii) Goldman, Sachs & Co. (the "Financial Adviser") has delivered to the Xxxxx of Xxxxctors of the Company its written opinion that the consideration to be received by holders of Shares, other than Parent and Purchaser, pursuant to each of the Offer and the Merger is fair to such holders. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawn. recommendations of the Company's Board of Directors described in this Section 1.2(a). (b) The Company shall promptly furnish Parent file with a list of its stockholders 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 depositoriesSEC, in each case true and correct as contemporaneously with the commencement of the most recent practicable dateOffer pursuant to Section 1.1, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the “"Schedule 14D-9”"), containing the recommendations of the Company's Board of Directors described in Section 1.2(a)(i) and shall promptly mail the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor Schedule 14D-9 to the Special Committeestockholders of the Company. The Schedule 14D-9 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, in its entiretyas amended (the "Exchange Act"), and a description of such fairness opinion the rules and regulations promulgated thereunder. The Company, Parent and Purchaser each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of Company further agrees to take all steps necessary to cause the Schedule TO, the Company shall file 14D-9 as so corrected to be filed with the SEC and disseminate disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws laws. (c) In connection with the Offer, if requested by Purchaser, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any other Applicable Law, (i) available listings or computer files containing the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation names and include the notice addresses of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, each as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of stockholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Parent, Purchaser or their agents may reasonably require in each case communicating the Offer to the extent required by applicable United States federal securities laws record and beneficial holders of Shares. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity documents necessary to review and comment on consummate the Schedule 14D-9 each time before any such document is filed with the SEC, Offer and the Company Merger, Parent and each of their affiliates and associates shall give reasonable and good-faith consideration hold in confidence the information contained in any of such lists, labels or additional information and, if this Agreement is terminated, shall promptly deliver to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments all copies of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate such information then in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECtheir possession.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that the Board, at a meeting duly called and held on August 29, 2000, has by unanimous vote of the members thereof present and voting thereat, (A) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger (collectively, the "TRANSACTIONS"), are fair to, and in the best interests of, the holders of Shares, (B) approved, adopted and declared advisable this Agreement and the Transactions (such approval and adoption having been made in accordance with Delaware Law, including, without limitation, Section 203 thereof) and (C) resolved to recommend that the holders of Shares accept the Offer and tender Shares pursuant to the Offer, and approve and adopt this Agreement and the Transactions. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawnrecommendation of the Board described in the immediately preceding sentence. The Company shall has been advised by its directors and executive officers that they intend to tender all Shares owned by them to Purchaser pursuant to the Offer. (b) As promptly furnish Parent with a list as reasonably practicable on the date of its stockholders 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 commencement of the most recent practicable dateOffer, and the Company shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection file with the Offer. The Company shall also include in SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the “"SCHEDULE 14D-9") containing the recommendation of the Board described in Section 2.02(a), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Exchange Act, and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor as so corrected, to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file be filed with the SEC and disseminate disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, laws. (ic) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause promptly furnish Purchaser with mailing labels containing the Schedule 14D-9 to comply names and addresses of all record holders of Shares and with security position listings of Shares held in all material respects stock depositories, each as of a recent date, together with the 1934 Act and all other Applicable Laws. The Board available listings and computer files containing names, addresses and security position listings of Directors shall set the record date for the Company’s stockholders entitled to receive the notice holders and beneficial owners of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respectShares. The Company shall use its reasonable best efforts to cause promptly furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated Offer Documents to holders of Shares, in each case Shares as Parent or Purchaser may reasonably request. Subject to the extent required by requirements of applicable United States federal securities laws law, and except for such steps as are necessary to disseminate the Offer Documents and any other Applicable Law. Parentdocuments necessary to consummate the Offer or the Merger, Merger Sub Parent and their counsel Purchaser shall be given a reasonable opportunity to review hold in confidence the information contained in such labels, listings and comment on the Schedule 14D-9 each time before any files, shall use such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or information only in connection with any disclosures made the Transactions, and, if this Agreement shall be terminated in compliance accordance with Section 7.039.01, shall deliver to the Company shall (A) respond promptly to any comments all copies of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate such information then in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECtheir possession.

Company Action. (a) The Company hereby approves of and consents to the inclusion Offer and represents and warrants that (i) the Board of Directors, at a meeting duly called and held on August 28, 2000, unanimously (with 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 hereby, including the Offer and the Merger, are fair to and in the Offer Documents best interests of the Company RecommendationStockholders and (ii) Xxxxxxx, as it may Xxxxx & Co., the Company's financial advisor, has rendered to the Board of Directors its opinion to the effect that the consideration to be amended, modified or withdrawn. received by the holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view. (b) The Company shall promptly furnish Parent file with a list of its stockholders 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 depositoriesSEC, in each case true and correct as on the date of the most recent practicable datefiling by Purchaser of the joint press release on Schedule TO, and shall provide to Parent such additional information (including updated lists the joint press release announcing the Offer on Schedule 14D-9 and, on the date of stockholders and lists the filing by Purchaser of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in Schedule TO containing a tender offer statement, a Solicitation/Recommendation Statement on Schedule 14D-9 (such filings, together with any amendments or supplements thereto, the “Schedule "SCHEDULE 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the "). The Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act and provisions of all other Applicable Lawsapplicable Federal securities laws. The Company will use its reasonable best efforts to have Schedule 14D-9 available for inclusion in the initial mailing (and any subsequent mailing) of the Offer Documents to the Stockholders. In the event that the Schedule 14D-9 is not available for inclusion in the initial mailing (and any subsequent mailing), the Company shall promptly, at its expense, mail such Schedule 14D-9 to Stockholders. The Schedule 14D-9 and the Offer Documents will contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by described in Section 262(d)(21.2(a) of Delaware Law as the Stockholder List Datehereof. Each of the Company, Parent and Merger Sub The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case Stockholders to the extent required by applicable United States federal Federal securities laws laws. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in . (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly to any comments upon execution of this Agreement furnish Parent with mailing labels containing the SEC names and addresses of all record holders of Shares and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish Parent with such additional information, including updated lists of Stockholders, mailing labels and security position listings, and such other information and assistance as Parent or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9, (B) provide Parent record and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt beneficial holders of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECShares.

Company Action. (a) The Company hereby consents to the inclusion Offer and represents that the Company's Board, at a meeting duly called and held, has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 2.01), are fair to and in the best interest of the Company's shareholders, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its shareholders. The Company further represents that Xxxxxx Xxxxxxx & Co. Incorporated has delivered to the Company's Board its written opinion that the consideration to be paid in the Offer Documents and the Merger is fair to the holders of the Company Recommendation, as it may be amended, modified or withdrawnShares from a financial point of view (other than Buyer and its affiliates). The Company shall has been advised that all of its directors intend to tender their Shares (if any) pursuant to the Offer and to vote in favor of the Merger. The Company will promptly furnish Parent Buyer with a list of its stockholders 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 most recent practicable date, and shall will provide to Parent Buyer such additional information (including including, without limitation, updated lists of stockholders shareholders, mailing labels and lists of securities positions) and such other assistance as Parent Buyer may reasonably request in connection with the Offer. The Buyer will return such materials promptly if the Offer is not consummated. (b) As soon as practicable on the day that the Offer is commenced, the Company shall also include in will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the OfferSchedule 13E-3, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), which shall reflect the Company Recommendation and include recommendations of the notice of appraisal required Company's Board referred to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SECabove. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees Buyer each agree promptly to correct any information provided by it for use in the Schedule 14D-9 and the Schedule 13E-3 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts agrees to take all steps necessary to cause the Schedule 14D-9 or the Schedule 13E-3, as applicable, as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws laws. Buyer and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable an opportunity to review and comment on the Schedule 14D-9 each time before any such document is and Schedule 13E-3 prior to its being filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Company hereby approves of and consents to the inclusion Tender Offer and represents and warrants that its Board of Directors (the "Board"), acting on the recommendation of a Special Committee (the "Special Committee") none of the members of which are partners in, employees of or otherwise affiliated with Three Cities Research, Inc. or any investment fund managed by it, has (i) determined that this Agreement and the transactions contemplated by it are fair to and in the Offer Documents best interests of the Company Recommendationand its stockholders, (ii) approved this Agreement and the transactions contemplated by it, including Acquisition's acquiring Common Stock on the date of this Agreement as it may described in Paragraph 1.1(a), the Tender Offer and the Merger (described in Article 2), and (iii) resolved to recommend that the Company's stockholders accept the Tender Offer, tender their shares in response to the Tender Offer, and adopt and approve this Agreement and the Merger. Notwithstanding anything contained in this subparagraph (a) or elsewhere in this Agreement, if the Board, based upon written advice from its counsel, determines in good faith to withdraw, modify or amend the recommendation, because the failure to do so could reasonably be amendedexpected to be a breach of the directors' fiduciary duties under applicable law, modified that withdrawal, modification or withdrawn. amendment will not constitute a breach of this Agreement. (b) The Company shall promptly furnish Parent with a list of its stockholders and any available listing or computer will 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 shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in SEC, promptly after Acquisition files the Schedule 14D-1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with 3 7 any amendments or supplements theretosupplements, the “"Schedule 14D-9”") containing the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, recommendations described in its entirety, subparagraph (a) and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and will disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect as required by Rule 14d-9 under the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SECExchange Act. The Company and Acquisition each agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (is or shall have become known to be) false becomes incomplete or misleading inaccurate in any material respect. The respect and the Company shall use its reasonable best efforts to cause the will file any corrected Schedule 14D-9 as so corrected to be filed with the SEC and disseminate the corrected Schedule 14D-9 to be disseminated to holders of Shares, in each case the Company's stockholders to the extent required by applicable United States federal securities laws the Exchange Act or the rules under it. (c) In connection with the Tender Offer, the Company will promptly furnish Acquisition with mailing labels, security position listings and any other Applicable Law. Parent, Merger Sub available listing or computer files containing the names and their counsel shall be given addresses of the record holders or beneficial owners of shares of Common Stock as of a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, recent date and the Company shall give reasonable will furnish Acquisition with such additional information and good-faith consideration assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Acquisition or its representatives may reasonably request in order to communicate the Tender Offer to the record holders and beneficial owners of the Common Stock. Subject to the requirements of applicable law, Acquisition will hold in confidence the information contained in any comments made by Parentsuch labels, Merger Sub listings or files, and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or will use that information only in connection with any disclosures made in compliance with Section 7.03the Tender Offer and the Merger. If this Agreement is terminated, Acquisition will return to the Company shall (A) respond promptly to any comments the originals and all copies of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate information which are in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECAcquisition's possession.

Company Action. (a) The Company hereby consents to the inclusion Offer and represents that its Board of Directors, at a meeting duly called and held has unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the Offer Documents best interests of the Company Recommendationand its shareholders, as it may be amended(ii) adopted and approved this Agreement and the transactions contemplated hereby, modified including the Offer and the Merger, in accordance with the requirements of the VSCA and (iii) subject to Section 6.4, resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its shareholders. The Company has been advised that all of its directors and executive officers who own shares of Company Common Stock intend either to tender their shares of Company Common Stock pursuant to the Offer or withdrawnto vote in favor of the Merger. The Company shall promptly furnish Parent with a list of its stockholders shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares shares of Company Common Stock and lists of securities positions of Shares shares of Company Common Stock held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with disseminating the Offer. The Offer Documents to the Company’s shareholders. (b) As soon as practicable on the day that the Offer is commenced, the Company shall also include file with the SEC and disseminate to holders of shares of Company Common Stock, in each case as and to the extent required by applicable U.S. federal securities laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b)6.4, shall reflect the Company Recommendation and include recommendations of the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Company’s Board of Directors shall set the record date for the Company’s stockholders entitled referred to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Dateabove. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Sharesshares of Company Common Stock, in each case as and to the extent required by applicable United States U.S. federal securities laws or the rules or regulations of Nasdaq. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-good faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the The Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9provide Parent, (B) provide Parent Merger Sub and its their counsel with (i) any comments or other communications, whether written or oral, that the Company Parent, Merger Sub or its their counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and give Parent and its counsel (ii) a reasonable opportunity to participate in the Company’s response of the Company to those comments and to provide comments on that response (to which reasonable and good-good faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC. (c) Prior to the Expiration Date, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) shall take all such actions as may be required to approve or ratify, as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(2) under the Exchange Act, any and all Compensation Actions taken since March 1, 2006 (such date, the “Specified Date”) and prior to the Expiration Date that have not already been so approved or ratified.

Company Action. (a) The Company hereby approves and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held on June 22, 2001, at which each 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 hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company. The Company hereby consents to the inclusion in the Offer Documents of such recommendation of the Company Recommendation, as it may be amended, modified or withdrawnBoard of Directors of the Company. The Company shall promptly furnish Parent with a list represents that its Board of its stockholders and any available listing or computer file containing Directors has received the names and addresses written opinion (the "Fairness Opinion") of all record McDonald Investments Inc. (the "Financial Advisor") that the proposed consideration to be received by the holders of Common Shares pursuant to the Offer and lists the Merger is fair to the holders from a financial point of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information view. (including updated lists of stockholders and lists of securities positionsb) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in file with the SEC, as promptly as practicable after the filing by Parent of the Schedule TO with respect to the Offer, a Solicitation/Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act and provisions of all other Applicable Lawsapplicable federal securities laws. The Company shall mail such Schedule 14D-9 to the shareholders of the Company as promptly as practicable after the commencement of the Offer. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub Company described in Section 1.2(a) hereof. The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 as so corrected or supplemented to be filed with the SEC and to be disseminated to holders of Shares, in each case Common Shares to the extent required by applicable United States federal securities laws laws. Purchaser and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to consider any such comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in good faith. (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly upon execution of this Agreement furnish Purchaser with mailing labels containing the names and addresses of all record holders of Common Shares and security position listings of Common Shares held in stock depositories, each as of a recent date, and shall promptly furnish Purchaser with the additional information reasonably available to any comments the Company, including updated lists of the SEC shareholders, mailing labels and security position listings, and such other information and assistance as Purchaser or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9record and beneficial holders of Common Shares. Subject to the requirements of applicable law and except as necessary to disseminate the Offer Documents and otherwise for the purpose of effecting the transactions contemplated hereby, (B) provide Parent and its counsel Purchaser shall hold in confidence the materials furnished pursuant to this Section 1.2(c) , use such information only in connection with any comments or the Offer, the Merger and the other communicationstransactions contemplated by this Agreement and, whether written or oralif this Agreement is terminated, that as promptly as practicable return to the Company or its counsel may receive from time to time from such materials and all copies thereof in the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt possession of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECPurchaser.

Company Action. (a) The Company hereby approves and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held on December 26, 1997, 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 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 hereby, including the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company. The Company hereby consents to the inclusion in the Offer Documents of such recommendation of the Board of Directors of the Company. The Company Recommendationrepresents that its Board of Directors has received the written opinion (the "FAIRNESS OPINION") of X.X. Xxxxxx Securities Inc. (the "FINANCIAL ADVISOR") that the proposed consideration to be received by the holders of 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 Offer Documents, the Schedule 14D-9 (as it may be amended, modified or withdrawnhereinafter defined) and the Proxy Statement (as hereinafter defined). The Company shall file with the SEC, as promptly furnish as practicable after the filing by Parent with a list of its stockholders 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 most recent practicable date, and shall provide Schedule 14D-1 with respect to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in , a Solicitation/Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule "SCHEDULE 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act and provisions of all other Applicable Lawsapplicable federal securities laws. The Company shall mail such Schedule 14D-9 to the stockholders of the Company as promptly as practicable after the commencement of the Offer. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub Company described in SECTION 1.2(A) hereof. The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 as so corrected or supplemented to be filed with the SEC and to be disseminated to holders of Shares, in each case Shares to the extent required by applicable United States federal securities laws laws. Purchaser and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly upon execution of this Agreement furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish Purchaser with such additional information reasonably available to any comments the Company, including updated lists of the SEC stockholders, mailing labels and security position listings, and such other information and assistance as Purchaser or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9, (B) provide Parent record and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt beneficial holders of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECShares.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) its Board of Directors has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are fair to and in the best interests of the holders of the Shares, (B) approved and adopted this Agreement and the transactions contemplated hereby and (C) resolved to recommend, subject to applicable law and the provisions of this Agreement, that the shareholders of the Company accept the Offer and approve and adopt this Agreement and the transactions contemplated hereby and thereby (provided, however, that subject to -------- ------- the provisions 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) Banc of America Securities LLC ("Banker") has rendered to the Board 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 the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendationrecommendation of the Company's Board of Directors described in the first sentence of this Section 1.2(a), as it may be amended, modified or withdrawn. and has obtained the consent of Banker to the inclusion in the Schedule 14D-9 of a copy of the written opinion referred to in clause (ii) above. (b) The Company shall promptly furnish file with the SEC, concurrently with the filing by Parent with a list of its stockholders 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 Purchaser of the most recent practicable dateSchedule TO, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 under the Exchange Act relating to the Offer (together with any all exhibits, amendments or and supplements thereto as well as the Information Statement required pursuant to Section 14(f) under the Exchange Act, collectively the "Schedule 14D-9"), which shall contain the recommendation of -------------- the Company's Board of Directors described in Section 1.2(a), and shall disseminate the Schedule 14D-9 as required by Rule 14D-9 promulgated under the Exchange Act. The Schedule 14D-9, and each amendment thereto, will, on the “date filed, comply in all material respects with the provisions of applicable federal securities laws. The Company, Parent and Purchaser agree promptly to correct any information provided by any of them for use in the Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety14D-9 that shall have become false or misleading, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of Company further agrees to take all steps necessary to cause the Schedule TO, the Company shall file 14D-9 as so corrected to be filed with the SEC and disseminate the Schedule 14D-9 as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws laws. Parent and any other Applicable Law, (i) its counsel shall be given the opportunity to review and shall be reasonably satisfied with the Schedule 14D-9 thatin the form in which such document is originally filed with the SEC, subject and all amendments and supplements thereto, prior to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 at which such documents and all documents related thereto are filed with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent Purchaser and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response such comments. (c) The Company has been advised by each of the Company members of the Special Committee and by its Chief Executive Officer and Chief Financial Officer, as of the date of this Agreement, that such person intends to those comments tender all outstanding Shares beneficially owned and not disclaimed by such person to provide comments on that response (Purchaser pursuant to which reasonable and good-faith consideration shall be giventhe Offer unless to do so would subject such person to liability under Section 16(b), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Company hereby approves of and consents to the inclusion in Offer and represents and warrants that the Offer Documents Board of Directors, at a meeting duly called and held on November 13, 2001, at which all of the Directors were present, unanimously: (i) 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 Recommendationaccept the Offer, as it may be amendedtender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, modified or withdrawnincluding the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including 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 the Delaware Code inapplicable to this Agreement, the Stockholders Agreement and the transactions contemplated hereby and thereby. The Company shall promptly furnish Parent with further represents and warrants that Alliant Partners ("Alliant"), as financial advisor to the Board of Directors, delivered to the Board of Directors a list of its stockholders 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 depositorieswritten opinion, in each case true and correct dated as of November 13, 2001, to the most recent practicable date, effect that the Per Share Amount to be received by the stockholders (other than Parent and shall provide Purchaser) of the Company pursuant to Parent the Offer and the Merger is fair to such additional information stockholders from a financial point of view. (including updated lists of stockholders and lists of securities positionsb) and such other assistance as Parent may reasonably request in connection The Company hereby agrees to file with the SEC, as promptly as practicable after the filing by Parent and Purchaser of the Schedule TO with respect to the Offer. The Company shall also include in , a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act provisions of all applicable federal securities laws and all other Applicable Laws(ii) will include the opinion of Alliant referred to in Section 1.2(a) hereof. The Company agrees to mail such Schedule 14D-9 to the stockholders of the Company along with the Offer Documents. The Schedule 14D-9 and the Offer Documents shall contain the recommendation of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by described in Section 262(d)(21.2(a) of Delaware Law as the Stockholder List Datehereof. Each of the Company, Parent and Merger Sub The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case the Company's stockholders to the extent required by applicable United States federal securities laws laws. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in . (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly to any comments upon execution of this Agreement furnish Parent with mailing labels containing the SEC names and addresses of all record holders of Shares, non-objecting beneficial owners lists and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish Parent with such additional information, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Parent or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9record and beneficial holders of Shares. Subject to the requirements of applicable law, (B) provide and except for such steps as are necessary to disseminate the Offer Documents and any other documents reasonably necessary to consummate the Offer or the Merger, Parent and its counsel Purchaser shall hold in confidence the information held in such labels and listings, shall use such information solely in connection with any comments the Offer and the Merger, and if this Agreement is terminated or other communicationsif the Offer is otherwise terminated, whether written shall promptly destroy or oral, that cause to be destroyed or deliver or cause to be delivered to the Company all copies of such information then in their possession or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response possession of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company their agents or its counsel in any discussions or meetings with the SECrepresentatives.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that the Board, at a meeting duly called and held on February 25, 1996, has (i) unanimously approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger (the "TRANSACTIONS"), and (ii) unanimously recommended that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the Transactions. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendationrecommendation of the Board described in the immediately preceding sentence, subject to the second sentence of Section 5.02(a). (b) As soon as it may be amendedpracticable on the date of commencement of the Offer, modified or withdrawn. The the Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the “"SCHEDULE 14D-9") containing the recommendation of the Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor 14D-9 to the Special Committeeextent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, in its entiretyas amended (the "EXCHANGE ACT"), and a description any other applicable federal securities laws. The Schedule 14D-9 will comply in all other material respects with the provisions of such fairness opinion applicable federal securities laws. The Company, Parent and Merger Sub agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of Company further agrees to take all steps necessary to cause the Schedule TO, the Company shall file 14D-9 as so corrected to be filed with the SEC and disseminate disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws laws. (c) The Company shall promptly furnish Merger Sub with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Merger Sub with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Merger Sub or their agents may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other Applicable Law, (i) documents necessary to consummate the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect Offer or the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the CompanyMerger, Parent and Merger Sub agrees promptly to correct any shall, and each of Parent and Merger Sub shall cause its affiliates, associates, agents and advisors to, (i) hold in confidence the information provided by it for contained in such labels, listings and files, (ii) use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or only in connection with any disclosures made the Offer and the Merger, and (iii) if this Agreement shall be terminated in compliance accordance with Section 7.038.01, promptly deliver to the Company shall all copies (Awhether in human or machine readable form) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate such information then in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECtheir possession.

Company Action. (a) The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, As soon as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 most recent reasonably practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the date of commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D- 9, including all exhibits thereto (together with all amendments and supplements thereto, the "SCHEDULE 14D-9"), containing the recommendations of the Special Committee and the Board described in Section 3.04(b), and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 under the Exchange Act, and any other applicable law. The Company, Parent and Purchaser shall correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall become false or misleading, and the Company shall take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to holders of SharesShares and Warrants, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Lawlaw. Parent, Merger Sub Purchaser and their respective counsel shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed prior to the filing thereof with the SEC. The Company shall provide Parent, Purchaser and their respective counsel with a copy of any written comments or telephonic notification of any oral comments the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after the receipt of those comments or other communications and give Parent thereof. The Company and its counsel shall provide Parent, Purchaser and their respective counsel with a reasonable opportunity to participate in all communications with the response SEC and its staff, including any meetings and telephone conferences, relating to the Schedule 14D-9, the Transactions or this Agreement. (b) In connection with the Transactions, the Company shall promptly furnish, or cause to be furnished, Parent and Purchaser with mailing labels containing the names and addresses of the Company record holders of Shares and Warrants as of a recent date and of those persons becoming record holders subsequent to those comments such date, together with copies of all lists of stockholders, Warrantholders, security position listings and computer files and all other information in the Company's possession or control regarding the beneficial owners of Shares and Warrants, and shall furnish to provide comments on that response Purchaser such information and assistance (including updated lists of stockholders, Warrantholders, security position listings and computer files) as Parent and Purchaser may reasonably request in communicating the Offer to which reasonable the Company's stockholders and good-faith consideration Warrantholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement shall be given)terminated, including by participating with will deliver, and will use their reasonable efforts to cause their agents to deliver, to the Company all copies and any extracts or its counsel summaries from such information then in any discussions their possession or meetings with the SECcontrol.

Company Action. (a) The Company hereby consents to the Offer and represents that (i) the Board, at a meeting duly called and held on May 4, 1997, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, are in the best interests of the holders of Shares, (B) approved and adopted this Agreement and the transactions contemplated hereby and (C) resolved to recommend that the stockholders of the Company accept the Offer and approve and adopt this Agreement and the transactions contemplated hereby, and (ii) Xxxxxxx, Xxxxx & Co. ("XXXXXXX SACHS") has delivered to the Board its opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawnrecommendation of the Board described in the immediately preceding sentence. The Company shall promptly furnish Parent with a list has been advised by each of its stockholders directors and any available listing or computer file containing executive officers that they intend to tender all Shares beneficially owned by them to Purchaser pursuant to the names and addresses Offer. (b) As soon as reasonably practicable on the date of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as commencement of the most recent practicable dateOffer, and the Company shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection file with the Offer. The Company shall also include in SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the “Schedule "SCHEDULE 14D-9”") containing the fairness opinion recommendation of Xxxxx Xxxxxxx & Co.the Board described in Section 1.02(a), financial advisor except if the Board determines in good faith that an alternative recommendation to be necessary in accordance with its fiduciary duties to the Special Committee, in its entiretyCompany's stockholders under applicable law as advised by outside legal counsel, and a description shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of such fairness opinion 1934, as amended (the "EXCHANGE ACT"), and any other applicable federal securities laws. The Company, Parent and Purchaser each agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of Company further agrees to take all steps necessary to cause the Schedule TO, the Company shall file 14D-9 as so corrected to be filed with the SEC and disseminate disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, laws. (ic) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause promptly furnish Purchaser with mailing labels containing the Schedule 14D-9 to comply names and addresses of all record holders of Shares and with security position listings of Shares held in all material respects stock depositories, each as of a recent date, together with the 1934 Act and all other Applicable Laws. The Board available listings and computer files containing names, addresses and security position listings of Directors shall set the record date for the Company’s stockholders entitled to receive the notice holders and beneficial owners of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respectShares. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as so corrected to be filed with the SEC and to be disseminated to holders of SharesParent, in each case Purchaser or their agents may reasonably request. Subject to the extent required by requirements of applicable United States federal securities laws law, and except for such steps as are necessary to disseminate the Offer Documents and any other Applicable Law. Parentdocuments necessary to consummate the Offer or the Merger, Merger Sub Parent and their counsel Purchaser shall be given a reasonable opportunity to review hold in confidence the information contained in such labels, listings and comment on the Schedule 14D-9 each time before any files, shall use such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or information solely in connection with any disclosures made the Offer and the Merger, and, if this Agreement shall be terminated in compliance accordance with Section 7.038.01 or if the Offer is otherwise terminated, shall promptly deliver to the Company shall (A) respond promptly to all copies of such information and any comments information derived therefrom then in their possession or the possession of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent their agents and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECrepresentatives.

Company Action. (a) The Company hereby approves of and consents -------------- to the inclusion Offer and represents and warrants that (i) the Board of Directors, at a meeting duly called and held on August 28, 2000, unanimously (with 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 hereby, including the Offer and the Merger, are fair to and in the Offer Documents best interests of the Company RecommendationStockholders and (ii) Xxxxxxx, as it may Xxxxx & Co., the Company's financial advisor, has rendered to the Board of Directors its opinion to the effect that the consideration to be amended, modified or withdrawn. received by the holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view. (b) The Company shall promptly furnish Parent file with a list of its stockholders 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 depositoriesSEC, in each case true and correct as on the date of the most recent practicable datefiling by Purchaser of the joint press release on Schedule TO, and shall provide to Parent such additional information (including updated lists the joint press release announcing the Offer on Schedule 14D-9 and, on the date of stockholders and lists the filing by Purchaser of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in Schedule TO containing a tender offer statement, a Solicitation/Recommendation Statement on Schedule 14D-9 (such filings, together with any amendments or supplements thereto, the “"Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the "). The Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to -------------- will comply in all material respects with the 1934 Act and provisions of all other Applicable Lawsapplicable Federal securities laws. The Company will use its reasonable best efforts to have Schedule 14D-9 available for inclusion in the initial mailing (and any subsequent mailing) of the Offer Documents to the Stockholders. In the event that the Schedule 14D-9 is not available for inclusion in the initial mailing (and any subsequent mailing), the Company shall promptly, at its expense, mail such Schedule 14D-9 to Stockholders. The Schedule 14D-9 and the Offer Documents will contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by described in Section 262(d)(21.2(a) of Delaware Law as the Stockholder List Datehereof. Each of the Company, Parent and Merger Sub The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case Stockholders to the extent required by applicable United States federal Federal securities laws laws. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in . (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly to any comments upon execution of this Agreement furnish Parent with mailing labels containing the SEC names and addresses of all record holders of Shares and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish Parent with such additional information, including updated lists of Stockholders, mailing labels and security position listings, and such other information and assistance as Parent or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9, (B) provide Parent record and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt beneficial holders of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECShares.

Company Action. (a) The Company hereby approves of and consents to the inclusion in Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 14, 2000, acting by the unanimous vote of those present: (i) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer Documents and the Merger, and the Stockholders Agreements; (ii) recommended that the stockholders of the Company Recommendationaccept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; and (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable, fair to and in the best interests of the stockholders of the Company. (b) The Company hereby agrees to file with the SEC, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders and any available listing or computer file containing as practicable after 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 filing by Purchaser of the most recent practicable date, and shall provide Schedule TO with respect to Parent the Offer but in any event on the date such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection Schedule TO is filed with the Offer. The Company shall also include in SEC, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act provisions of all applicable Federal securities laws and all other Applicable Laws(ii) will include the opinion of the Company Financial Advisor referred to in Section 4.3(c) hereof. The Company agrees to mail such Schedule 14D-9 to the stockholders of the Company along with the Offer Documents promptly after the commencement of the Offer. The Company agrees that the Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by described in Section 262(d)(21.2(a) of Delaware Law as the Stockholder List Datehereof. Each of the Company, Parent and Merger Sub The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (and each of Parent and Purchaser shall supplement the information provided by it specifically for use in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein that are based on such provided information, in light of the circumstances under which they were made, not misleading), and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected or supplemented, to be filed with the SEC and to be disseminated to holders of Sharesthe Company's stockholders, in each case to the extent required by applicable United States federal Federal securities laws laws. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in . (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly to any comments upon execution of this Agreement furnish Parent with mailing labels containing the SEC names and addresses of all record holders of Shares, non-objecting beneficial owners list and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish Parent with such additional information, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Parent or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9, (B) provide Parent record and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt beneficial holders of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECShares.

Company Action. (a) The Company hereby consents to the inclusion in Offer and represents that the Company's Board of Directors (the "BOARD") has unanimously approved this Agreement and the transactions con templated hereby, including the Offer Documents and the Merger (as defined in Section 2.01), and resolved to recommend acceptance of the Company Recommendation, as it may be amended, modified or withdrawn. Offer and adoption and approval of this Agreement and the Merger by the Company's stockholders. (b) The Company shall will promptly furnish Parent Buyer with a list of its stockholders and any available listing or computer file stockholders, mailing labels 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 shall will provide to Parent Buyer such additional information (including including, without limitation, updated lists of stockholders stockholders, mailing labels and lists of securities positions) and such other assistance as Parent Buyer may reasonably request in connection with the Offer. The Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate any documents necessary to consummate the Merger or the Offer, Buyer shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Merger and the Offer, and if this Agreement is terminated in accordance with Section 10.01, shall deliver to the Company shall also include all copies of such information then in its possession. (c) Contemporaneously with the commencement of the Offer as provided for in Section 1.01, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, or an amendment to a previously filed Solicitation/Recommendation Statement on Schedule 14D-9, if applicable, (together with any amendments or supplements theretoas it may be amended from time to time as permitted under this Agreement, the “Schedule "14D-9”") which shall reflect the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, recommendations and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement actions of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate Board referred to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 thatabove, subject to Section 7.03(b), shall reflect the Company Recommendation and include fiduciary duties of the notice of appraisal required to Board under applicable law as advised by independent legal counsel (who may be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date's regularly engaged legal counsel). Each of the Company, Parent Buyer and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03In addition, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) will provide Parent Buyer and its counsel counsel, in writing, with any comments or other communicationscomments, whether written or oral, 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 promptly after the receipt of those comments or other communications such comments. (d) The Company and give Parent and its counsel a reasonable opportunity the Board have taken all necessary action to participate in cause (i) the response provisions of Section 203 of the General Corporation Law of the State of Delaware, as amended ("DELAWARE LAW") to be inapplicable to the transactions contemplated by this Agreement and (ii) the dilution provisions of the Shareholder Rights Agreement, dated as of June 17, 1996, as amended, between the Company to those comments and to provide comments on that response Xxxxxx Trust and Savings Bank (to which reasonable and good-faith consideration shall be giventhe "RIGHTS AGREEMENT"), including to be inapplicable to the transactions contemplated by participating with this Agreement, without any payment to holders of rights issued pursuant to the Company or its counsel in any discussions or meetings with the SECRights Agreement.

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, at a meeting duly called and held, has, subject to the terms and conditions set forth in this Agreement, unanimously (i) approved and adopted this Agreement and declared this Agreement, the Offer, the Merger and the transactions contemplated by this Agreement (the “Transactions”) advisable and in the best interests of the Company Stockholders; (ii) taken all action necessary to render the restrictions on business combinations and voting requirements contained in Section 203 of the DGCL, if applicable, inapplicable to each of the Offer and the Merger; and (iii) resolved to recommend that the Company Stockholders accept the Offer, that the Company Stockholders tender their shares of Company Common Stock in the Offer to Merger Sub, and that the Company Stockholders adopt this Agreement and the Merger to the extent required by applicable Law (the “Company Recommendation”). The Company consents to the inclusion of the Company Recommendation in the Offer Documents of Documents, subject to Section 5.02. (b) Subject to Section 5.02, the Company Recommendationhereby agrees to file with the SEC, as it may be amendedpromptly as practicable on the day that the Offer is commenced, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 pertaining to the Offer (together with any amendments or supplements thereto, the “Schedule 14D-9”) that contains the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor Company Recommendation and cause the Offer Documents and the Schedule 14D-9 to be disseminated to the Special CommitteeCompany Stockholders, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by by, and in accordance with the applicable United States requirements of the U.S. federal securities laws Laws. Parent, Merger Sub and their counsel shall be given reasonable opportunity to review and comment on the Schedule 14D-9 and any other Applicable Law, amendments thereto in advance of their filing with the SEC or dissemination to the Company Stockholders and the Company shall (i) the Schedule 14D-9 thatprovide Parent, subject to Section 7.03(b), shall reflect Merger Sub and their counsels with a copy of any written comments or telephonic notification of any oral comments the Company Recommendation may receive from the SEC or the SEC Staff with respect to the Offer as promptly as practicable after the receipt thereof, (ii) consult in good faith with Parent, Merger Sub and include the notice their counsels prior to responding to any such comments, and (iii) provide Parent, Merger Sub and their counsels with a copy of appraisal required to be delivered any written responses thereto and telephonic notification of any oral responses thereto made by the Company under Section 262(d) of Delaware Law at the time the Company first files the or its counsel. The Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act applicable U.S. federal securities Laws and, on the date first filed with the SEC, on the date first published, sent or given to the Company Stockholders and upon consummation of the Offer (including all other Applicable Lawsapplicable extensions and subsequent offering periods), 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 made therein, in light of the circumstances under which they were made, not misleading, except that no covenant, agreement, representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The , and the Company shall use its reasonable best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 14D-9, as so corrected corrected, to be filed with the SEC and to be disseminated to holders of Shares, in each case the Company Stockholders to the extent required by applicable United States federal securities laws Law. (c) In connection with the Offer and the Merger, the Company promptly will furnish (or cause its transfer agent to furnish) Parent and Merger Sub with mailing labels, security position listings, non-objecting beneficial owner lists and any other Applicable Law. Parentavailable listing or computer files containing the names and addresses of the Company Stockholders, each as of the most recent practicable date, and shall furnish Merger Sub with such additional information and assistance (including but not limited to updated lists of the Company Stockholders, mailing labels and lists of securities positions and non-objecting beneficial owner lists) as Merger Sub or its agents may reasonably request in communicating the Offer to the record and beneficial holders of shares of Company Common Stock. Except as required by applicable Law, and except as necessary to communicate the Offer, the Merger or the Transactions to the Company Stockholders, Parent and Merger Sub (and their counsel respective representatives) shall be given a reasonable opportunity to review and comment on hold in confidence the Schedule 14D-9 each time before information contained in any such document is filed with the SEClabels, listings and the Company files, shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or use such information solely in connection with any disclosures made in compliance with Section 7.03the Offer and the Merger, and, if this Agreement is terminated or the Offer is otherwise terminated, will deliver to the Company shall all copies of such information, labels, listings and files then in their possession. (Ad) respond promptly The Company hereby grants to any comments Merger Sub an irrevocable option (the “Merger Option”) to purchase up to that number of newly issued shares of Company Common Stock (the “Merger Option Shares”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent and Merger Sub immediately following consummation of the SEC or its staff with respect Offer (including all applicable extensions and subsequent offering periods), shall constitute one share more than 90% of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the Schedule 14D-9, (Bissuance of the Merger Option Shares) provide Parent and its counsel with any comments or other communications, whether written or oralfor consideration equal to the Offer Price per Merger Option Share; provided, that the Company or its counsel may receive from time shall only be required to time from the SEC or its staff with respect issue up to the Schedule 14D-9 promptly after receipt that number of those comments or other communications and give Parent and its counsel Merger Option Shares that would not require a reasonable opportunity to participate in the response vote of the Company Stockholders to those comments and to provide comments on that response authorize the issuance of such shares of capital stock under the rules of the NASDAQ Stock Market (to which reasonable and good-faith consideration “NASDAQ”). The Merger Option shall be givenexercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Merger Sub. (e) In the event that Merger Sub desires to exercise the Merger Option, Merger Sub shall give the Company two (2) Business Day’s prior written notice specifying the number of shares of Company Common Stock that are or will be owned by Parent and Merger Sub immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase of the Merger Option Shares. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Merger Sub specifying the number of Merger Option Shares. At the closing of the purchase of the Merger Option Shares, Merger Sub shall deliver to the Company the product of (i) the number of Merger Option Shares and (ii) the Offer Price (the “Merger Option Purchase Price”), including which shall be paid, at the election of Merger Sub, in cash (by participating wire transfer or cashier’s check) or by delivery of a promissory note with a principal amount equal to the Company or its counsel Merger Option Purchase Price, guaranteed by Parent, with a market interest rate, and with other terms and conditions such that the fair value of the note will be equal to the Merger Option Purchase Price, as determined in any discussions or meetings with good faith by the SECIndependent Incumbent Directors.

Company Action. (a) The Company hereby approves of and consents to the inclusion in Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on February 25, 2000, at which all of the Directors were present, and acting on the unanimous recommendation of the Special Committee, duly and unanimously: (i) approved and adopted this Agreement, the Subscription Agreement and the Voting Agreement and the transactions contemplated hereby and thereby, including the Offer Documents and the Merger; (ii) recommended that the shareholders of the Company Recommendationaccept the Offer, as it may be amendedtender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, modified or withdrawnincluding the Merger; (iii) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company; and (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 hereby and thereby. The Company shall promptly furnish Parent with further represents and warrants that X.X. Xxxxxx Securities Inc. ("X.X. Xxxxxx") as financial advisor to the Special Committee, delivered to the Special Committee and the Board of Directors a list of its stockholders 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 depositorieswritten opinion, in each case true and correct dated as of February 25, 2000, to the most recent practicable dateeffect that the Per Share Amount to be received by the shareholders (other than Parent, Purchaser and shall provide the Contributing Shareholders) of the Company pursuant to Parent the Offer and the Merger is fair to such additional information shareholders from a financial point of view. (including updated lists of stockholders and lists of securities positionsb) and such other assistance as Parent may reasonably request in connection The Company hereby agrees to file with the SEC, as promptly as practicable after the filing by Parent and Purchaser of the Schedule TO with respect to the Offer. The Company shall also include in , a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto Schedule 13E-3 that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act provisions of all applicable Federal securities laws and all other Applicable Laws(ii) will include the opinion of X.X. Xxxxxx referred to in Section 1.2(a) hereof. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by described in Section 262(d)(21.2(a) of Delaware Law as the Stockholder List Datehereof. Each of the Company, Parent and Merger Sub The Company agrees promptly to correct the Schedule 14D-9 or the Schedule 13E-3 if and to the extent that it shall become false or misleading in any material respect (and each of Parent and Purchaser, with respect to written information provided supplied by it specifically for use in the Schedule 14D-9 if or the Schedule 13E-3, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the extent information contained in the Schedule 14D-9 or the Schedule 13E-3 to include any information that such information shall have become (or shall have become known necessary in order to be) false or misleading make the statements therein, in any material respect. The light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 or the Schedule 13E-3 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case the Company's shareholders to the extent required by applicable United States federal Federal securities laws laws. Parent and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in . (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly to any comments upon execution of this Agreement furnish Parent with mailing labels containing the SEC names and addresses of all record holders of Shares, non-objecting beneficial owners list and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish Parent with such additional information, including updated lists of shareholders, mailing labels and security position listings, and such other information and assistance as Parent or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9, (B) provide Parent record and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt beneficial holders of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECXxxxxx.

Company Action. (a) The Company hereby approves and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held on June 22, 2001, at which each 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 hereby, including the Offer and the Merger, are fair to and in the best interests of the shareholders of the Company. The Company hereby consents to the inclusion in the Offer Documents of such recommendation of the Company Recommendation, as it may be amended, modified or withdrawnBoard of Directors of the Company. The Company shall promptly furnish Parent with a list represents that its Board of its stockholders and any available listing or computer file containing Directors has received the names and addresses written opinion (the "Fairness Opinion") of all record McDonald Investments Inc. (the "Financial Advisor") that the proposed consideration to be received by the holders of Common Shares pursuant to the Offer and lists the Merger is fair to the holders from a financial point of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information view. (including updated lists of stockholders and lists of securities positionsb) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in file with the SEC, as promptly as practicable after the filing by Parent of the Schedule TO with respect to the Offer, a Solicitation/Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act and provisions of all other Applicable Lawsapplicable federal securities laws. The Company shall mail such Schedule 14D-9 to the shareholders of the Company as promptly as practicable after the commencement of the Offer. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub Company described in Section 1.2(a) hereof. The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 as so corrected or supplemented to be filed with the SEC and to be disseminated to holders of Shares, in each case Common Shares to the extent required by applicable United States federal securities laws laws. Purchaser and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to consider any such comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in good faith. (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly upon execution of this Agreement furnish Purchaser with mailing labels containing the names and addresses of all record holders of Common Shares and security position listings of Common Shares held in stock depositories, each as of a recent date, and shall promptly furnish Purchaser with the additional information reasonably available to any comments the Company, including updated lists of the SEC shareholders, mailing labels and security position listings, and such other information and assistance as Purchaser or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9record and beneficial holders of Common Shares. Subject to the requirements of applicable law and except as necessary to disseminate the Offer Documents and otherwise for the purpose of effecting the transactions contemplated hereby, (B) provide Parent and its counsel Purchaser shall hold in confidence the materials furnished pursuant to this Section 1.2(c), use such information only in connection with any comments or the Offer, the Merger and the other communicationstransactions contemplated by this Agreement and, whether written or oralif this Agreement is terminated, that as promptly as practicable return to the Company or its counsel may receive from time to time from such materials and all copies thereof in the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt possession of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECPurchaser.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that its Board of Directors, at a meeting called and held on December 16, 1996, by a unanimous vote of the directors present, (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the stockholders of the Company, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Purchaser Sub and, if required by applicable law, approve and adopt this Agreement and the Merger. Subject to the fiduciary duties of the Board under applicable law (as determined in good faith after consultation with independent counsel), the Company hereby consents to the inclusion in the Offer Documents of the Company Recommendationrecommendations of the Board described in this Section 1.2(a). (b) As soon as practicable on or prior to the date of commencement of the Offer, as it may be amended, modified or withdrawn. The the Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") and shall mail the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor Schedule 14D-9 to the Special Committee, in its entirety, and a description stockholders of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date Company promptly after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the . The Schedule 14D-9 thatshall, subject to Section 7.03(bthe fiduciary duties of the Board under applicable law (as determined in good faith after consultation with independent counsel), shall reflect at all times contain the determinations, approvals and recommendations described in Section 1.2(a). Purchaser, Purchaser Sub and the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become (or shall have become known to be) false or misleading in any material respect. The respect and the Company shall use its reasonable best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Lawlaws. ParentPurchaser, Merger Purchaser Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed prior to its filing with the SEC, SEC and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel be provided with any comments or other communications, whether written or oral, that the Company or and its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECsuch comments.

Company Action. (a) The Company hereby approves and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held on December 26, 1997, 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 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 hereby, including the Offer and the Merger, are fair to and in the best interests of the Stockholders of the Company. The Company hereby consents to the inclusion in the Offer Documents of such recommendation of the Company Recommendation, as it may be amended, modified or withdrawnBoard of Directors of the Company. The Company shall promptly furnish Parent with a list represents that its Board of its stockholders and any available listing or computer file containing Directors has received the names and addresses written opinion (the "Fairness Opinion") of all record X.X. Xxxxxx Securities Inc. (the "Financial Advisor") that the proposed consideration to be received by the holders of Shares pursuant to the Offer and lists the Merger is fair to such holders from a financial point of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offerview. 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 Offer Documents, the Schedule 14D-9 (as hereinafter defined) and the Proxy Statement (as hereinafter defined). (b) The Company shall also include in file with the SEC, as promptly as practicable after the filing by Parent of the Schedule 14D-1 with respect to the Offer, a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to will comply in all material respects with the 1934 Act and provisions of all other Applicable Lawsapplicable federal securities laws. The Company shall mail such Schedule 14D-9 to the Stockholders of the Company as promptly as practicable after the commencement of the Offer. The Schedule 14D-9 and the Offer Documents shall contain the recommendations of the Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub Company described in Section 1.2(a) hereof. The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use its reasonable best efforts take all steps necessary to cause the Schedule 14D-9 as so corrected or supplemented to be filed with the SEC and to be disseminated to holders of Shares, in each case Shares to the extent required by applicable United States federal securities laws laws. Purchaser and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in . (c) In connection with any disclosures made in compliance with Section 7.03the Offer, the Company shall (A) respond promptly upon execution of this Agreement furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and security position listings of Shares held in Stock depositories, each as of a recent date, and shall promptly furnish Purchaser with such additional information reasonably available to any comments the Company, including updated lists of the SEC Stockholders, mailing labels and security position listings, and such other information and assistance as Purchaser or its staff with respect agents may reasonably request for the purpose of communicating the Offer to the Schedule 14D-9, (B) provide Parent record and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt beneficial holders of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECShares.

Company Action. (a) The Company hereby consents to the inclusion in Offer and represents that the Company's Board of Directors (the "Board") has unanimously approved this Agreement and the transactions contemplated hereby, including the Offer Documents and the Merger (as defined in Section 2.01), and resolved to recommend acceptance of the Company Recommendation, as it may be amended, modified or withdrawn. Offer and adoption and approval of this Agreement and the Merger by the Company's stockholders. (b) The Company shall will promptly furnish Parent Buyer with a list of its stockholders and any available listing or computer file stockholders, mailing labels 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 shall will provide to Parent Buyer such additional information (including including, without limitation, updated lists of stockholders stockholders, mailing labels and lists of securities positions) and such other assistance as Parent Buyer may reasonably request in connection with the Offer. The Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate any documents necessary to consummate the Merger or the Offer, Buyer shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Merger and the Offer, and if this Agreement is terminated in accordance with Section 10.01, shall deliver to the Company shall also include all copies of such information then in its possession. (c) Contemporaneously with the commencement of the Offer as provided for in Section 1.01, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, or an amendment to a previously filed Solicitation/Recommendation Statement on Schedule 14D-9, if applicable, (together with any amendments or supplements theretoas it may be amended from time to time as permitted under this Agreement, the “Schedule "14D-9”") which shall reflect the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, recommendations and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement actions of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate Board referred to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 thatabove, subject to Section 7.03(b), shall reflect the Company Recommendation and include fiduciary duties of the notice of appraisal required to Board under applicable law as advised by independent legal counsel (who may be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date's regularly engaged legal counsel). Each of the Company, Parent Buyer and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable the opportunity to review and comment on the Schedule 14D-9 each time before any such document it is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03In addition, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) will provide Parent Buyer and its counsel counsel, in writing, with any comments or other communicationscomments, whether written or oral, 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 promptly after the receipt of those comments or other communications such comments. (d) The Company and give Parent and its counsel a reasonable opportunity the Board have taken all necessary action to participate in cause (i) the response provisions of Section 203 of the General Corporation Law of the State of Delaware, as amended ("Delaware Law") to be inapplicable to the transactions contemplated by this Agreement and (ii) the dilution provisions of the Shareholder Rights Agreement, dated as of June 17, 1996, as amended, between the Company to those comments and to provide comments on that response Xxxxxx Trust and Savings Bank (to which reasonable and good-faith consideration shall be giventhe "Rights Agreement"), including to be inapplicable to the transactions contemplated by participating with this Agreement, without any payment to holders of rights issued pursuant to the Company or its counsel in any discussions or meetings with the SECRights Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that: (i) its Board of Directors, at a meeting duly called and held on April 20, 1997, has unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the holders of Shares, (B) approved this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, and (C) 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 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); and (ii) Xxxxxxx, Xxxxx & Co. (the "Financial Adviser") has delivered to the Board of Directors of the Company its written opinion that the consideration to be received by holders of Shares, other than Parent and Purchaser, pursuant to each of the Offer and the Merger is fair to such holders. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawn. recommendations of the Company's Board of Directors described in this Section 1.2(a). (b) The Company shall promptly furnish Parent file with a list of its stockholders 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 depositoriesSEC, in each case true and correct as contemporaneously with the commencement of the most recent practicable dateOffer pursuant to Section 1.1, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the “"Schedule 14D-9”"), containing the recommendations of the Company's Board of Directors described in Section 1.2(a)(i) and shall promptly mail the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor Schedule 14D-9 to the Special Committeestockholders of the Company. The Schedule 14D-9 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, in its entiretyas amended (the "Exchange Act"), and a description of such fairness opinion the rules and regulations promulgated thereunder. The Company, Parent and Purchaser each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of Company further agrees to take all steps necessary to cause the Schedule TO, the Company shall file 14D-9 as so corrected to be filed with the SEC and disseminate disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws laws. (c) In connection with the Offer, if requested by Purchaser, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any other Applicable Law, (i) available listings or computer files containing the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation names and include the notice addresses of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, each as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of stockholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Parent, Purchaser or their agents may reasonably require in each case communicating the Offer to the extent required by applicable United States federal securities laws record and beneficial holders of Shares. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity documents necessary to review and comment on consummate the Schedule 14D-9 each time before any such document is filed with the SEC, Offer and the Company Merger, Parent and each of their affiliates and associates shall give reasonable and good-faith consideration hold in confidence the information contained in any of such lists, labels or additional information and, if this Agreement is terminated, shall promptly deliver to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments all copies of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate such information then in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECtheir possession.

Company Action. (a) The Company hereby approves of and -------------- consents to the Offer and the Merger and represents and warrants that, subject to Section 7.8(b), its Board of Directors (at a meeting duly called and held) has by the unanimous vote of all directors present (A) determined that each of this Agreement, the Offer and the Merger are fair to and in the best interests of the Company's stockholders, (B) approved this Agreement and the transactions contemplated hereby, 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 General Corporation Law of the State of Delaware) set forth in Section 203 of the General Corporation Law of the State of Delaware inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (C) declared the advisability of this Agreement and resolved to recommend acceptance of the Offer and adoption of this Agreement by the holders of Shares. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendation, as it may be amended, modified or withdrawn. recommendations of the Company's Board of Directors described in this Section 2.3(a). (b) The Company shall promptly furnish Parent file with a list of its stockholders 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 depositoriesSEC, in each case true and correct as soon as practicable on the date of the most recent practicable date, and shall provide to Parent such additional information (including updated lists commencement of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in , a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments or supplements thereto, the “"Schedule 14D-9”") containing the fairness opinion -------------- recommendations of Xxxxx Xxxxxxx & Co.the Board of Directors of the Company in favor of the Offer and the adoption of this Agreement and the transactions contemplated hereby, financial advisor including the Merger, and shall promptly mail the Schedule 14D-9 to the Special Committeestockholders of the Company. Parent will promptly supply to the Company in writing, for inclusion in its entiretythe Schedule 14D-9, and a description of such fairness opinion any information concerning Parent or Purchaser required under the Exchange Act and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of rules and regulations thereunder to be included in the Schedule TO14D-9. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the Company shall file date filed with the SEC and disseminate 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 Parent or Purchaser in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Datelaws. Each of the Company, Parent and Merger Sub agrees Purchaser shall promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall be or have become (or shall have become known to be) false or misleading in any material respect. The respect and the Company shall use its reasonable best efforts take all action necessary to cause the Schedule 14D-9 as so corrected to be filed promptly with the SEC and to be disseminated to the holders of Shares, in each case Shares as and to the extent required by applicable United States federal securities laws and any other Applicable Lawlaw. Parent, Merger Sub Purchaser and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before and any such document is filed amendments thereto prior to the filing thereof with the SEC, and the . The Company shall give reasonable and good-faith consideration agrees to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give such comments. (c) In connection with the Offer, the Company shall promptly furnish Parent and its counsel a reasonable opportunity to participate in Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and all available listings or computer files containing the response names and addresses of the Company record holders of Shares as of the latest practicable date and shall furnish Parent and Purchaser with such additional information and assistance (including updated lists of stockholders, mailing labels, lists of security positions and non-objecting beneficial owner's lists) as Parent and Purchaser or their agents may reasonably request in communicating the Offer to those comments the record and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECbeneficial holders of Shares.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board, at a meeting duly called and held on June 28, 1999, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to and in the best interests of the stockholders of the Company, (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and, if required by applicable law, approve and adopt this Agreement and the Merger. The Company has been authorized by Deutsche Bank Securities Inc. ("DEUTSCHE BANK") to permit the inclusion of its fairness opinion to the Company (as described in Section 4.24) in the Offer Documents and the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 4.7. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendationrecommendations of the Board described in this Section 1.2(a). (b) As soon as practicable on the date of commencement of the Offer, as it may be amended, modified or withdrawn. The the Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in Commission a Solicitation/Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"SCHEDULE 14D-9") and shall mail the Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor 14D-9 to the Special Committee, in its entirety, and a description stockholders of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date Company promptly after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the . The Schedule 14D-9 thatshall at all times contain the determinations, approvals and recommendations described in Section 1.2 (a), unless, subject to the requirements of Section 7.03(b)6.8, shall reflect the Company's directors determine in good faith, based upon the advice of legal counsel, that the withdrawal of any of such determinations is required for the discharge of their fiduciary duties to stockholders under applicable law. Ultimate Parent, Parent, Acquisition and the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become (or shall have become known to be) false or misleading in any material respect. The respect and the Company shall use its reasonable best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC Commission and to be disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Lawlaws. Ultimate Parent, Merger Sub Parent, Acquisition and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed prior to its filing with the SEC, Commission and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel be provided with any comments or other communications, whether written or oral, that the Company or and its counsel may receive from time to time from the SEC Commission or its staff with respect to the Schedule 14D-9 promptly after receipt of those comments such comments. (c) In connection with the Offer, the Company shall cause its transfer agent to promptly furnish Acquisition with mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of a recent date and shall furnish Acquisition with such additional information and assistance (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) as Acquisition or its agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other communications and give Parent documents necessary to consummate the Merger, Acquisition and its counsel a reasonable opportunity affiliates and associates shall hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, will deliver to participate in the response of the Company to those comments (or destroy and to provide comments on that response certify in writing such destruction) all copies (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECform of media) of such information then in their possession.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that (i) the Board, at a meeting duly called and held on July 15-16, 1998, has unanimously (A) determined that this Agreement and the Transactions, including the Offer and the issuance of the Rights, are fair to and in the best interests of the shareholders of the Company, (B) approved and adopted this Agreement and the Transactions, including, without limitation, the Offer, the purchase of Shares pursuant to the Offer and the issuance of the Rights, contemplated hereby, and (C) recommended that the shareholders of the Company accept the Offer; (ii) PaineWebber Incorporated ("PaineWebber") has delivered to the Board an opinion to the effect that the consideration to be received by the holders of Shares (other than Buyer and its affiliates) pursuant to the Offer is fair to such holders of Shares. The Company hereby consents to the inclusion in the Offer Documents of the Company Recommendationrecommendation of the Board described in the immediately preceding sentence. (b) As soon as reasonably practicable on the date of commencement of the Offer, as it may be amended, modified or withdrawn. The the Company shall promptly furnish Parent with a list of its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any all amendments or and supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co.containing, financial advisor subject only to the Special Committeefiduciary duties of the Board under applicable law as advised by the Company's counsel, the recommendation of the Board described in its entiretySection 1.2(a)(i)(C) of this Agreement and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a description any other applicable federal securities laws. The Company and Buyer agree to correct promptly any information provided by any of such fairness opinion them for use in the Schedule 14D-9 which shall have become false or misleading, and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of Company further agrees to take all steps necessary to cause the Schedule TO, the Company shall file 14D-9 as so corrected to be filed with the SEC and disseminate disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, laws. (ic) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause promptly furnish Buyer with mailing labels containing the Schedule 14D-9 to comply names and addresses of all record holders of Shares and with security position listings of Shares held in all material respects stock depositories, each as of a recent date, together with the 1934 Act and all other Applicable Laws. The Board available listings and computer files containing names, addresses and security position listings of Directors shall set the record date for the Company’s stockholders entitled to receive the notice holders and beneficial owners of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respectShares. The Company shall use furnish Buyer with such additional information, including, without limitation, updated listings and computer files of shareholders, mailing labels and security position listings, and such other assistance as Buyer or its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case agents may reasonably request. Subject to the extent required by requirements of applicable United States federal securities laws law, and except for such steps as are necessary to disseminate the Offer Documents and any other Applicable Law. Parentdocuments necessary to consummate the Offer, Merger Sub Buyer shall hold in confidence the information contained in such labels, listings and their counsel files, shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any use such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or information only in connection with any disclosures made the Offer and, if this Agreement shall be terminated in compliance accordance with Section 7.037.1, shall deliver to the Company shall (A) respond promptly to any comments all copies of the SEC or such information then in its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECpossession.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that the Company Board, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in accordance with the DGCL, and (iii) 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 Company Board may withdraw, qualify, modify or amend the Recommendation as and only to the extent permitted by Section 8.04. The Company further represents that the Company Board has received the opinion of each of Salomon Smith Barney Inc. and Credit Suisse First Boston Corporxxxxx (xxx "Xdxxxxxx") to the effect that, as of the date of this Agreement, the consideration to be received by the holders of Company Common Stock (other than Parent, the Stockholders and their respective affiliates) in the Offer and the Merger is, taken together, fair from a financial point of view 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 of the Company RecommendationBoard and the Company shall not withdraw, qualify, modify or amend the Recommendation in any manner adverse to Parent or Merger Sub except as it may be amended, modified or withdrawnand only to the extent permitted by Section 8.04(d). The Company shall promptly furnish Parent 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 Offer. (b) The Company hereby agrees to file with a list the SEC contemporaneously with the commencement of its stockholders the Offer and any available listing or computer file containing the names and addresses of all record disseminate to holders of Shares and lists shares of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b)8.04, shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Board referred to in Section 262(d2.02(a) of Delaware Law at the time the Company first files above. Parent and its counsel shall be given an opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SECSEC or disseminated to holders of shares of Company Common Stock. The Company agrees to provide Parent and its counsel with any comments that it shall cause the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel with an opportunity to comply participate in all material respects with the 1934 Act and all other Applicable Laws. The Board response of Directors shall set the record date for the Company’s stockholders entitled Company to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Datesuch comments. Each of the Company, Company and Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be be, at such time as reasonably agreed by Parent and the Company, disseminated to holders of Sharesshares of Company Common Stock, in each case as and to the extent required by applicable United States federal securities laws Laws. (c) The Company shall promptly furnish Parent with mailing labels containing the names and addresses of all record holders of shares of Company Common Stock and with security position listings of shares of Company Common Stock held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of shares of Company Common Stock. The Company shall promptly furnish Parent with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance in disseminating the Offer Documents to holders of shares of Company Common Stock as Parent may reasonably request. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other Applicable Law. Parentdocuments necessary to consummate the Offer or the Merger, Parent and Merger Sub shall hold in confidence the information contained in such labels, listings and their counsel files, shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any use such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or information only in connection with any disclosures made the Transaction, and, if this Agreement shall be terminated in compliance accordance with Section 7.0310.01, shall deliver to the Company shall (A) respond promptly to any comments all copies of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate such information then in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECtheir possession.

Company Action. (a) The Company hereby approves and consents to the inclusion Offer, the Merger and the Option Agreement and represents that the Board of Directors of the Company has, by a vote of all directors at a meeting duly called and held, unanimously (i) determined that each of the Offer and the Merger is fair to, and in the best interests of, the stockholders of the Company, (ii) approved and adopted the Option Agreement and this Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, (iii) recommended acceptance of the Offer and approval and adoption of this Agreement and the Merger by the stockholders of the Company, and (iv) taken all action necessary to render Section 203 of the Delaware Law and other state takeover statutes inapplicable to the Offer, the Merger and the Option Agreement. The Company further represents that Advest, Inc. has rendered to the Board of Directors of the Company its opinion that the consideration to be received by the stockholders of the Company pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view. (b) The Company agrees to promptly prepare, and after review by Purchaser, file with the Commission on the same date the Offer Documents of are filed with the Company Recommendation, as it may be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of Commission and to mail to its stockholders 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 most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor respect to the Special Committee, Offer (the "SCHEDULE 14D-9") containing the recommendation described in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(bSection 1.2(a) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the Offer, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as hereof and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) disseminate the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect as required by Rule 14d-9 promulgated under the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SECExchange Act. The Company agrees to provide Parent and its counsel with any comments that it shall cause the Company or its counsel may receive from the Commission or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments and shall provide Parent and its counsel an opportunity to comply in all material respects participate, including by way of discussion with the 1934 Act and all other Applicable Laws. The Board Commission or its staff, in the response of Directors shall set the record date for the Company’s stockholders entitled Company to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Datesuch comments. Each of the Company, on the one hand, and Parent and Merger Sub Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The , and the Company shall use its reasonable best efforts further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC Commission and to be disseminated to holders the stockholders of Sharesthe Company, in each case as and to the extent required by applicable United States federal securities laws laws; PROVIDED, HOWEVER, that subject to the provisions of Article 8, such recommendation may be withdrawn, modified or amended to the extent that the Board of Directors of the Company deems it necessary to do so in the exercise of its fiduciary duty after being so advised in writing by outside counsel. (c) The Company will promptly furnish Purchaser with mailing labels containing the names and any other Applicable Law. Parentaddresses of the record holders of Shares and lists of securities positions of Shares held in stock depositories, Merger Sub and their counsel shall be given each as of a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SECrecent date, and the Company shall give reasonable furnish Purchaser with such additional information, including updated lists of stockholders, mailing labels and good-faith consideration to any comments made by Parentlists of securities positions, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change assistance as Purchaser or its agents or representatives may reasonably request in connection with any disclosures made in compliance with Section 7.03, the Offer. The Company shall (A) respond promptly has been advised that each of its directors intends to any comments of the SEC or its staff with respect tender pursuant to the Schedule 14D-9, (B) provide Parent and its counsel with any comments Offer all shares of Common Stock owned of record or other communications, whether written beneficially by him or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SECher.

Company Action. (a) The Company hereby consents to the inclusion Offer and represents that the Company's Board, at a meeting duly called and held, has (i) unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger (as defined in Section 2.01), are fair to and in the best interest of the Company's shareholders, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its shareholders. The Company further represents that Morgan Stanley & Co. Incorporated has delivered to the Company's Bxxxx xtx xxxxxen opinion that the consideration to be paid in the Offer Documents and the Merger is fair to the holders of the Company Recommendation, as it may be amended, modified or withdrawnShares from a financial point of view (other than Buyer and its affiliates). The Company shall has been advised that all of its directors intend to tender their Shares (if any) pursuant to the Offer and to vote in favor of the Merger. The Company will promptly furnish Parent Buyer with a list of its stockholders 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 most recent practicable date, and shall will provide to Parent Buyer such additional information (including including, without limitation, updated lists of stockholders shareholders, mailing labels and lists of securities positions) and such other assistance as Parent Buyer may reasonably request in connection with the Offer. The Buyer will return such materials promptly if the Offer is not consummated. (b) As soon as practicable on the day that the Offer is commenced, the Company shall also include in will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “"Schedule 14D-9”") the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor to the Special Committee, in its entirety, and a description of such fairness opinion and the financial analysis relating thereto that provides the information called for by Item 1015(b) of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after the commencement of the OfferSchedule 13E-3, following the filing of the Schedule TO, the Company shall file with the SEC and disseminate to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), which shall reflect the Company Recommendation and include recommendations of the notice of appraisal required Company's Board referred to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SECabove. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees Buyer each agree promptly to correct any information provided by it for use in the Schedule 14D-9 and the Schedule 13E-3 if and to the extent that such information it shall have become (or shall have become known to be) false or misleading in any material respect. The Company shall use its reasonable best efforts agrees to take all steps necessary to cause the Schedule 14D-9 or the Schedule 13E-3, as applicable, as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws laws. Buyer and any other Applicable Law. Parent, Merger Sub and their its counsel shall be given a reasonable an opportunity to review and comment on the Schedule 14D-9 each time before any such document is and Schedule 13E-3 prior to its being filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, 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 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response of the Company to those comments and to provide comments on that response (to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel in any discussions or meetings with the SEC.

Company Action. (a) The Company hereby consents to the inclusion Offer and represents that its Board of Directors has determined by a unanimous vote that the Offer and the Merger are fair to, advisable and in the best interests of, the Company and its stockholders, has approved the Offer Documents and the Merger, has approved and adopted this Agreement, and has resolved to recommend acceptance of the Offer to, and adoption of this Agreement by, the Company's stockholders (it being understood that, notwithstanding anything in this Agreement to the contrary, if the Company's Board of Directors shall conclude, acting in good faith, after receiving advice from outside counsel or its financial advisor, 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). The Company further represents that Xxxxxx Xxxxxxx & Co. Incorporated has delivered its written opinion to the Board of Directors of the Company Recommendationthat, as it may of the date hereof, the consideration to be amended, modified or withdrawn. The Company shall promptly furnish Parent with a list of its stockholders and any available listing or computer file containing the names and addresses of all record received by 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 shall provide to Parent such additional information (including updated lists of stockholders and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. The Company shall also include in a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the “Schedule 14D-9”) the fairness opinion of Xxxxx Xxxxxxx & Co., financial advisor pursuant to the Special Committee, in its entirety, and a description of such fairness opinion Offer and the Merger is fair to such holders from a financial analysis relating thereto that provides the information called for by Item 1015(b) point of Regulation M-A under the 1934 Act. (b) On the Offer Commencement Date after view. Contemporaneously with the commencement of the Offer, following but in no event prior to such date as the filing of Purchaser has filed the Schedule TOTender Offer Documents with the Commission, the Company shall file with the SEC Commission and disseminate mail to holders of record and beneficial owners of Shares a Solicitation/Recommendation Statement on SCHEDULE 14D-9 with respect to the Offer (such SCHEDULE 14D-9, as amended from time to time, the "SCHEDULE 14D-9"), which shall contain the recommendation of the Company's Board of Directors set forth in the preceding sentence. Parent, Purchaser and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Commission and disseminated to holders of Shares, in each case as and to the extent required by applicable United States federal securities laws and any other Applicable Law, (i) the Schedule 14D-9 that, subject to Section 7.03(b), shall reflect the Company Recommendation and include the notice of appraisal required to be delivered by the Company under Section 262(d) of Delaware Law at the time the Company first files the Schedule 14D-9 with the SEC. The Company agrees that it shall cause the Schedule 14D-9 to comply in all material respects with the 1934 Act and all other Applicable Laws. The Board of Directors shall set the record date for the Company’s stockholders entitled to receive the notice of appraisal rights contemplated by Section 262(d)(2) of Delaware Law as the Stockholder List Date. Each of the Company, Parent and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respectlaws. The Company shall use its reasonable best efforts to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Shares, in each case to the extent required by applicable United States federal securities laws and any other Applicable Law. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 each time before any such document is filed with the SEC, and the Company shall give reasonable and good-faith consideration to any comments made by Parent, Merger Sub and their counsel. Except with respect to any amendments filed after an Adverse Recommendation Change or in connection with any disclosures made in compliance with Section 7.03, the Company shall (A) respond promptly to any comments of the SEC or its staff with respect to the Schedule 14D-9, (B) provide Parent and its counsel with any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from furnish Purchaser with such additional information, if any, including updated or additional lists of stockholders, mailing labels and lists of securities positions, and other assistance as the SEC or its staff with respect Purchaser may reasonably request in order to be able to communicate the Offer to the Schedule 14D-9 promptly after receipt of those comments or other communications and give Parent and its counsel a reasonable opportunity to participate in the response stockholders of the Company Company. Subject to those comments the requirements of law, and except for such steps as are necessary to provide comments on that response (disseminate the Offer Documents, Parent, Purchaser and each of their respective affiliates and associates shall hold in confidence the information contained in any of such lists, labels or additional information and, if this Agreement is terminated, shall promptly redeliver to which reasonable and good-faith consideration shall be given), including by participating with the Company or its counsel all copies (of whatever nature) of such information then in any discussions or meetings with the SECtheir possession.