Common use of Expiration and Extension of the Offer Clause in Contracts

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, on the 20th Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Offer Expiration Date”). Merger Sub shall (and Parent shall cause Merger Sub to) (i) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or Nasdaq, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) the valid termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Date.

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at the later of 12:00 midnight (i) midnight, New York City time, ) on the 20th twentieth (20th) Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3) under the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Offer Expiration Date”)). Subject to the parties’ rights to terminate this Agreement pursuant to Article VII and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition), Merger Sub shall (and Parent shall cause Merger Sub to) (i) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), SEC or the staff thereof or Nasdaq, applicable to the Offer and Offer, (ii) if if, on the initial expiration date or any subsequent date as of which the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I is scheduled to expire, any Offer Condition shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, occasions in consecutive increments of up to ten five (105) Business Days eacheach (or such longer period as the parties hereto may agree) until such time as each such condition shall have been satisfied or waived and (iii) if, with on the initial expiration date or any subsequent date as of which the Offer is scheduled to expire, each Offer Condition has been satisfied or waived and the Bank Marketing Period did not end on or prior to the immediately preceding Business Day, extend the Offer for one or more periods of up to five (5) Business Days each (the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), Parent) until such time as such Offer Conditions are satisfied. the Bank Marketing Period shall have ended; provided, however, that (1) in no event shall Merger Sub may, in its sole discretion, without consent of the Company, be required to extend the Offer on one beyond the Outside Date or more occasionsthe valid termination of this Agreement in accordance with Article VII and (2) if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition shall have been satisfied or waived and the Bank Marketing Period shall have ended, Merger Sub shall in such situation be required to extend the Offer in consecutive increments of between two up to five (2) and ten (105) Business Days each, with each but in no event more than fifteen (15) Business Days in the length of such period to be determined by Parent or Merger Sub aggregate (or such other period as the Parties parties hereto may agree), if on . The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.1(c)) unless this Agreement is validly terminated in accordance with Article VII. In the event that this Agreement is terminated pursuant to Article VII prior to any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration datethereof, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on promptly (and in any event within one or more occasions, in consecutive increments of up to five (51) Business Days each, with the length Day of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agreetermination), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to irrevocably and unconditionally terminate the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) the valid termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside DateOffer.

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at the later of 12:00 midnight (i) midnight, New York City time, ) on the 20th twentieth (20th) Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3) under the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Offer Expiration Date”)). Subject to the parties’ rights to terminate this Agreement pursuant to Article IX and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition and the Super-Majority of the Minority Tender Condition), Merger Sub shall (and Parent AcquisitionCo shall cause Merger Sub to) (i) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), SEC or the staff thereof or Nasdaq, applicable to the Offer Offer, and (ii) if if, on the initial expiration date or any subsequent date as of which the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I is scheduled to expire, any Offer Condition shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, occasions in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub each (or such longer period as the Parties parties hereto may agree)) until such time as each such condition shall have been satisfied or waived; provided, for an aggregate period of time of not more than ten however, that (101) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), no event shall Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) Outside Date or the valid termination of this Agreement in accordance with Section 8.01Article IX, (ii2) three if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition and/or the Super-Majority of the Minority Tender Condition shall have been satisfied or waived, Merger Sub shall in such situation be required to extend the Offer in consecutive increments of up to five (5) Business Days each but in no event more than fifteen (15) Business Days in the aggregate (or such other period as the parties hereto may agree), (3) Merger Sub may extend the Offer for up to five (5) Business Days after in order to determine whether the Proxy Statement Clearance Date Offer Condition set forth in clause (d) of Exhibit A has been satisfied, and (iii4) Merger Sub shall extend the Outside DateOffer if requested by the Special Committee, or may extend the Offer at its election, in accordance with the last sentence of Section 7.02(c) for the number of Business Days provided therein. The Offer shall not be extended by Merger Sub except as specifically provided in this Section 2.01(c). The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 2.1(c)) unless this Agreement is validly terminated in accordance with Article IX. In the event that this Agreement is terminated pursuant to Article IX prior to any scheduled expiration thereof, Merger Sub shall (and AcquisitionCo shall cause Merger Sub to) promptly (and in any event within one (1) Business Day of such termination), irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The expiration date and time for the Offer, as the same may be extended from time to time in accordance with this Agreement, is referred to as the “Offer Expiration Time.” The initial Offer Expiration Time shall initially be scheduled to expire at the later of 9:00 a.m. (i) midnight, New York City time, ) on the 20th Business Day twenty-first (21st) business day following (and including the day of) commencement of the Offer (determined using pursuant to Exchange Act Rule 14d-1(g)(3) under the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Offer Expiration Date”)). Merger Sub shall (and Parent shall cause may extend the Offer Expiration Time at any time with the Company’s written consent. Merger Sub to) may, without the Company’s consent, (i) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), SEC or the staff thereof or Nasdaq, Nasdaq applicable to the Offer and (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price); or (ii) if if, as of any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall Expiration Time, any Offer Condition is not have satisfied and has not been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, occasions in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub each (or such longer period as the Parties parties hereto may agree), until such time as such all Offer Conditions are satisfied. satified or waived; provided, however, that, without the Company’s written consent, Merger Sub mayshall not extend the Offer beyond the earlier of the End Date and the termination of this Agreement. If, (A) as of any Offer Expiration Time, any Offer Condition (other than the Minimum Tender Condition) is not satisfied and has not been waived by Merger Sub in its sole discretiondiscretion or (B) as of any Offer Expiration Time, without consent all Offer Conditions have been satisfied or waived by Merger Sub in its sole discretion other than the Minimum Tender Condition, then on every occasion under clause (A) and on not more than two (2) occasions under clause (B), in each case at the request of the Company, Merger Sub shall extend the Offer on one or more occasions, in consecutive increments for an additional period of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other longer or shorter period as the Parties parties hereto may agree)) to permit such Offer Condition(s) to be satisfied; provided, if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied orhowever, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of without the Offer, but subject to ParentCompany’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration datewritten consent, Merger Sub shall (and Parent shall cause Merger Sub to) not extend the Offer on one or more occasionsOffer, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or and without Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d)Sub’s prior written consent, Merger Sub shall not be required to extend the Offer Offer, in each case beyond the earliest to occur earlier of (i) the valid End Date and the termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside DateAgreement.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, on the later of (x) the 20th Business Day business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (iiy) 5:00 p.m. New York City time on June 28, 2012 the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”). Merger , provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall (shall, and Parent shall cause Merger Sub to) (i) , extend the Offer for ten (10) business days; provided, further, that if the only Offer Condition not satisfied at such time is the Financing Proceeds Condition, then such Initial Offer Expiration Date may be extended, at Parent’s option, for less than ten (10) business days. Thereafter, if at any then scheduled expiration of the Offer, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to five (5) business days (or such longer period as the Parties may agree) each; provided, however, if the Proxy Statement Clearance Date has occurred on or prior to November 24, 2010, then no such extension shall be required after November 24, 2010; provided, further, however, if the Proxy Statement Clearance Date has not occurred on or prior to November 24, 2010, then either Parent or the Company may request, and upon such request, Sub shall extend the Offer in increments of up to five (5) business days (or such longer period as the Parties may agree) each until the Proxy Statement Clearance Date; it being understood that nothing contained herein shall limit or otherwise affect the Company’s right to terminate this Agreement pursuant to Section 9.01(g) in accordance with the terms thereof. ‘‘Proxy Statement Clearance Date” means the date on which the SEC has, orally or in writing, confirmed that it has no further comments on the Proxy Statement, including the first date following the tenth calendar day following the filing of the preliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement. In addition, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), ) or the staff thereof or Nasdaq, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied orOffer; provided, to the extent waivable by Parent or Merger Subhowever, waived, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger that Sub shall not be required to extend the Offer beyond the earliest Outside Date and such extension shall be subject to occur of (i) the valid termination of this Agreement right to terminate the Offer in accordance with Section 8.011.01(f). The last date on which the Offer is required to be extended pursuant to this Section 1.01(d) is referred to as the “Offer End Date” (it being understood that under no circumstances shall the Offer End Date occur prior to November 24, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Date2010).

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight at the later end of (i) midnight, New York City time, on the 20th date that is 20 Business Day following Days after the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being time, or such subsequent time to which the expiration of the Offer is extended in accordance with this Agreement, the “Initial Expiration Time” and such date, or such subsequent date to which the expiration of the Offer is extended in accordance with this Agreement, the “Expiration Date”). Merger Sub shall (may at any time extend the Offer for any period agreed by Parent and Parent shall cause the Company. Merger Sub to) may, in its sole discretion and without the Company’s consent, (i) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or Nasdaq, NASDAQ applicable to the Offer and or as may be required by any other Governmental Entity or (ii) if any if, as of the then-scheduled Expiration Time, any Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall Condition is not have satisfied and has not been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, occasions in consecutive increments of up to ten (10) 10 Business Days each, with the length of such period to be determined by Parent or Merger Sub each (or such longer period as the Parties parties hereto may agree), ) until such time as such all Offer Conditions are satisfied. satisfied or waived; provided that, without the Company’s written consent, Merger Sub mayshall not extend the Offer beyond the earlier of the End Date and the termination of this Agreement in accordance with Article VIII. If, as of the then-scheduled Expiration Time, (A) (I) the Minimum Tender Condition has been satisfied and (II) any other Offer Condition has not been satisfied or waived by Merger Sub, in its sole discretion, without consent or (B) (I) the Minimum Tender Condition has not been satisfied and (II) all other Offer Conditions have been satisfied or waived by Merger Sub in its sole discretion, then on every occasion under clause (A) and on not more than two occasions under clause (B), in each case at the request of the Company, Merger Sub shall extend the Offer on one or more occasions, in consecutive increments for an additional period of between two (2) and ten (10) 10 Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer or shorter period as the Parties parties hereto may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), ; provided that Merger Sub shall not be required to extend the Offer beyond the earliest to occur earlier of (i) the valid End Date and the termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside DateArticle VIII.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, 9:00 a.m. Eastern Time on the 20th Business Day date that is twenty-one (21) business days following the commencement of the Offer Commencement Date (determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Expiration Date,” such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall (and Parent shall cause Merger Sub to) Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8: (i) extend the Offer for any period required by any ruleif, regulation, interpretation or position as of the Securities scheduled Expiration Date, any Offer Condition is not satisfied and Exchange Commission has not been waived, Merger Sub may, in its discretion (and without the “SEC”), the staff thereof or Nasdaq, applicable to the Offer and (ii) if any consent of the Offer Conditions set forth in clause (b) of Annex I Company or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waivedany other Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to ten (10) Business Days business days per extension, to permit such Offer Condition to be satisfied; (ii) Merger Sub shall extend the Offer from time to time for any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the Offer; (iii) Merger Sub shall have the right in its sole discretion to extend the Offer beyond any then-scheduled expiration of the Offer for one or more consecutive increments of up to five (5) business days each, with the length of each such period to be determined by Parent or Merger Sub in its sole discretion (or such longer period as Parent and the Parties Company may mutually agree)) to the extent (x) Parent and Merger Sub shall have waived the Financing Proceeds Condition, until such time as such (y) all of the Offer Conditions other than the Financing Proceeds Condition have been satisfied or waived (other than those conditions that by their nature are satisfied. to be satisfied at the Expiration Date, but subject to the satisfaction or waiver of such conditions) and (z) the Debt Financing (or any alternative financing contemplated by Section 6.11) has not actually been received by Merger Sub mayor Parent, and the lenders party to the Debt Commitment Letter (or to the commitments with respect to any alternative financing) have not definitively and irrevocably confirmed in its sole discretion, without consent writing to Parent and Merger Sub that the Debt Financing (or alternative financing) in an amount sufficient (together with the Equity Financing and cash available to the Company) to consummate the Offer and the Merger will be available at the anticipated Acceptance Time on the terms and conditions set forth in the Debt Commitment Letter (or alternative financing commitments) and subject only to the satisfaction of the Company, extend the Offer on one or more occasions, in consecutive increments of between two Conditions (2) and ten (10) Business Days each, with the length of such period to be determined contribution by Parent or Merger Sub of the proceeds of the Equity Financing); (iv) if (x) the Financing Proceeds Condition has been satisfied or such other period as waived less than five (5) business days prior to the Parties may agree), if on any then-scheduled expiration date of the Offer any of (including the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any ) and (y) all of the other Offer Conditions shall not have been satisfied oror waived at the then scheduled expiration of the Offer, then Merger Sub and Parent shall have a one-time right to extend the extent waivable by Parent or Merger SubOffer pursuant to this sentence and such extension shall be for a period of up to five (5) business days, and (v) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, then to at the extent requested in writing by request of the Company delivered to Parent no less than two (2) Business Days prior to such expiration dateCompany, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments occasions for an additional period of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Daysbusiness days per extension, to permit such Offer Condition to be satisfied or waived. Notwithstanding anything to the contrary in this Section 1.01(d1.1(c), in no event shall Merger Sub Sub: (1) be required to accept for payment, and pay for, Shares validly tendered (and not withdrawn) pursuant to the Offer until the Marketing Period shall not have been completed; (2) be required to extend the Offer beyond the earliest to occur of (ithe “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.018, (iiy) three (3) Business Days business days after the Proxy Statement Clearance Date and (iiiz) the Outside End Date; or (3) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnightone minute following 11:59 p.m., New York City timeEastern Time, on the 20th Business Day following the commencement of the Offer (Commencement Date, determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange ActAct (unless otherwise agreed to in writing by Parent and the Company) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Expiration Date,” such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall (and Parent shall cause Merger Sub to) Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8: (i) extend the Offer for any period required by any ruleif, regulation, interpretation or position as of the Securities scheduled Expiration Date, any Offer Condition is not satisfied and Exchange Commission has not been waived, Purchaser may, in its discretion (and without the “SEC”), the staff thereof or Nasdaq, applicable to the Offer and (ii) if any consent of the Offer Conditions set forth in clause (b) of Annex I Company or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waivedany other Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to ten (10) Business Days eachper extension, with the length of to permit such period Offer Condition to be determined satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by Parent any Legal Requirement, any interpretation or Merger Sub position of the SEC, the staff thereof or NASDAQ applicable to the Offer; and (or such longer period as the Parties may agree)B) periods of up to ten Business Days per extension, until such time any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act, if applicable, shall have expired or been terminated; (iii) if, as such of the scheduled Expiration Date, any Offer Conditions are satisfied. Merger Sub mayCondition (other than the Minimum Condition) is not satisfied and has not been waived, in its sole discretion, without consent at the request of the Company, Purchaser shall extend the Offer on one or more occasions, in consecutive increments occasions for an additional period of between two (2) and up to ten (10) Business Days eachper extension, with the length of to permit such period Offer Condition to be determined by Parent or Merger Sub satisfied; and (or such other period iv) if, as the Parties may agree), if on any then-scheduled expiration date of the scheduled Expiration Date, the Minimum Condition is not satisfied but all other Offer any of Conditions (other than the Offer Conditions shall not Condition set forth in clause (e) of Annex I) have been satisfied oror waived, to at the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date written request of the OfferCompany, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions Purchaser shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments up to two occasions for an additional period of up to five (5) ten Business Days eachper such extension, with to permit the length of such period Minimum Condition to be determined by Parent or Merger Sub satisfied; provided, however, that in no event shall Purchaser: (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (101) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (ithe “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date 8 and (iiiy) the Outside first Business Day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at the later of 12:00 midnight (i) midnight, New York City time, ) on the 20th twentieth (20th) Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3) under the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Offer Expiration Date”)). Subject to the parties’ rights to terminate this Agreement pursuant to Article IX and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition and the Majority of the Minority Tender Condition), Merger Sub shall (and Parent shall cause Merger Sub to) (i) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), SEC or the staff thereof or Nasdaq, applicable to the Offer Offer, and (ii) if if, on the initial expiration date or any subsequent date as of which the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I is scheduled to expire, any Offer Condition shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, occasions in consecutive increments of up to ten five (105) Business Days each, with the length of such period to be determined by Parent or Merger Sub each (or such longer period as the Parties parties hereto may agree), ) until such time as each such Offer Conditions are satisfied. condition shall have been satisfied or waived; provided, however, that (1) in no event shall Merger Sub may, in its sole discretion, without consent of the Company, be required to extend the Offer on one beyond the Outside Date or more occasionsthe valid termination of this Agreement in accordance with Article IX, (2) if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition and/or the Majority of the Minority Tender Condition shall have been satisfied or waived, Merger Sub shall in such situation be required to extend the Offer in consecutive increments of between two up to five (2) and ten (105) Business Days each, with each but in no event more than fifteen (15) Business Days in the length of such period to be determined by Parent or Merger Sub aggregate (or such other period as the Parties parties hereto may agree), if on any then-scheduled expiration date of (3) Merger Sub may extend the Offer any of the Offer Conditions shall not have been satisfied or, for up to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two five (25) Business Days in order to determine whether the Offer Condition set forth in clause (e) of Exhibit A has been satisfied, and (4) Merger Sub shall extend the Offer if requested by the Special Committee, or may extend the Offer at its election, in accordance with the last sentence of Section 7.02(c) for the number of Business Days provided therein. The Offer shall not be extended by Merger Sub except as specifically provided in this Section 2.01(c). The Offer may not be terminated prior to its expiration date (as such expiration datedate may be extended and re-extended in accordance with this Section 2.01(c)) unless this Agreement is validly terminated in accordance with Article IX. In the event that this Agreement is terminated pursuant to Article IX prior to any scheduled expiration thereof, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on promptly (and in any event within one or more occasions, in consecutive increments of up to five (51) Business Days each, with the length Day of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agreetermination), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to irrevocably and unconditionally terminate the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) the valid termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside DateOffer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnightone minute following 11:59 p.m., New York City timeEastern Time, on the 20th Business Day business day following the commencement of the Offer (Commencement Date, determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) , unless otherwise agreed to in writing by Parent and (ii) 5:00 p.m. New York City time on June 28, 2012 the Company (such date being or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Initial Offer Expiration Date”). Merger Sub shall (and Parent shall cause Merger Sub to) Subject to the Parties’ respective termination rights under Section 8: (i) extend the Offer for any period required by any ruleif, regulation, interpretation or position as of the Securities scheduled Expiration Date, any Offer Condition is not satisfied and Exchange Commission has not been waived, and if permitted hereunder and under any applicable Laws, Purchaser may, in its discretion (and without the “SEC”), the staff thereof or Nasdaq, applicable to the Offer and (ii) if any consent of the Offer Conditions set forth in clause (b) of Annex I Company or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waivedany other Person), extend the Offer on one or more occasions, in consecutive increments for additional periods of up to ten (10) Business Days eachbusiness days per extension, with the length of to permit such period Offer Condition to be determined satisfied; (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by Parent any applicable Law, any interpretation or Merger Sub position of the SEC or its staff or Nasdaq or its staff, in each case, applicable to the Offer; and (or such longer period as the Parties may agree)B) periods of up to ten business days per extension, until such time any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act or any other Antitrust Laws in a jurisdiction identified in Part 6.2(d) of the Company Disclosure Schedule shall have expired or been terminated; and (iii) if, as such of the scheduled Expiration Date, any Offer Conditions are satisfied. Merger Sub mayCondition is not satisfied and has not been waived, in its sole discretion, without consent at the request of the Company, Purchaser shall extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments for additional periods of up to five (5) Business Days eachten business days per extension, with the length of to permit such period Offer Condition to be determined by Parent or Merger Sub satisfied; provided, however, that in no event shall Purchaser: (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (101) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (ithe “Extension Deadline”) (x) the valid termination of this Agreement in accordance compliance with Section 8.01, 8 and (iiy) three the End Date; (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company or (3) Business Days after be required to extend the Proxy Statement Clearance Offer for more than three additional consecutive increments of ten business days if at any then scheduled Expiration Date, all of the Offer Conditions (other than the Minimum Condition and any Offer Conditions that are by their nature to be satisfied at the Offer Acceptance Time) have been satisfied or waived and the Minimum Condition has not been satisfied. Purchaser may not terminate or withdraw the Offer prior to any scheduled Expiration Date and (iiior any rescheduled Expiration Date) without the Outside Dateprior written consent of the Company, except in the event that this Agreement is terminated pursuant to Section 8.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnightone minute following 11:59 p.m., New York City timeEastern Time, on the 20th Business Day business day following the commencement Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act (unless otherwise agreed to in writing by Parent and the Company) (the “Initial Expiration Date”, and such date or such subsequent date to which the expiration of the Offer (determined using Rule 14d-1(g)(3) under is extended in accordance with the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28terms of this Agreement, 2012 (such date being the “Initial Offer Expiration Date”). Notwithstanding anything to the contrary in this Agreement, but subject to the Parties’ respective termination rights under Section 8.1: (i) if, as of the scheduled Expiration Date, any Offer Condition (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time) is not satisfied and has not been waived, Merger Sub may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to ten business days per extension, to permit such Offer Condition to be satisfied; (ii) Merger Sub shall (and Parent shall cause Merger Sub to) (i) extend the Offer for from time to time for: (A) any period required by any ruleLegal Requirement, regulation, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or Nasdaq, Nasdaq applicable to the Offer Offer; and (iiB) if any periods of up to ten business days per extension, until the Regulatory Condition has been satisfied; (iii) if, as of the scheduled Expiration Date, any Offer Condition (other than the Minimum Condition and those Offer Conditions set forth in clause that by their terms are to be satisfied at the Offer Acceptance Time) is not satisfied and has not been waived, Merger Sub shall (b) of Annex I or in paragraph (i) of clause (c) of Annex I and Parent shall not have been satisfied or, to the extent waivable by Parent or cause Merger Sub, waivedSub to), extend the Offer on one or more occasions, in consecutive increments occasions for an additional period specified by Merger Sub of up to ten (10) Business Days eachbusiness days per extension, with the length of to permit such period Offer Condition to be determined by Parent or Merger Sub satisfied; and (or such longer period iv) if, as of the Parties may agree)scheduled Expiration Date, until such time as such the Minimum Condition is not satisfied but all other Offer Conditions (other than those Offer Conditions that by their terms are satisfied. Merger Sub mayto be satisfied at the Offer Acceptance Time) have been satisfied or waived, in its sole discretion, without consent (A) at the written request of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments up to two occasions for an additional period specified by the Company of up to five (5) Business Days each, with ten business days per any such extension to permit the length of such period Minimum Condition to be determined by Parent or satisfied, and (B) Merger Sub (or such longer period as may extend the Parties may agree), Offer on up to two occasions for an aggregate additional period specified by the Company of time of not more than up to ten business days per any such extension to permit the Minimum Condition to be satisfied; provided, that in no event shall Merger Sub: (101) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not extend or be required to extend the Offer beyond the earliest earlier to occur of (ithe “Extension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date 8.1 and (iiiy) the Outside first business day immediately following the End Date; or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; provided, further, that if, at the then-scheduled Expiration Date, a Party brings or shall have brought any Legal Proceeding in accordance with Section 9.5 to enforce specifically the performance of the terms and provisions of this Agreement, the Expiration Date shall be extended (A) for the period during which such Legal Proceeding is pending or (B) by such other time period established by the Governmental Body presiding over such Legal Proceeding, as the case may be; provided, however, that Merger Sub shall not be required to extend the Offer to a date later than the End Date unless either Parent or Merger Sub is then prohibited from terminating this Agreement pursuant to Section 8.1(d), in which case, Merger Sub shall be required to extend the Offer beyond the End Date. Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.1.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of one (i1) midnightminute following 11:59 p.m., New York City timeEastern Time, on the 20th date that is the twentieth (20th) Business Day following the commencement of the Offer (Commencement Date, determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) , unless otherwise agreed to in writing by Parent and (ii) 5:00 p.m. New York City time on June 28, 2012 the Company (such date being or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Initial Offer Expiration Date”). Merger Sub shall (and Parent shall cause Merger Sub to) Subject to the Parties’ respective termination rights under Article 9: (i) extend the Offer for any period required by any ruleif, regulation, interpretation or position as of the Securities scheduled Expiration Date, any Offer Condition is not satisfied and Exchange Commission has not been waived, Purchaser may, in its discretion (and without the “SEC”), the staff thereof or Nasdaq, applicable to the Offer and (ii) if any consent of the Offer Conditions set forth in clause (b) of Annex I Company or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waivedany other Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to ten (10) Business Days eachper extension, with the length of to permit such period Offer Condition to be determined satisfied; (ii) Purchaser shall extend the Offer from time to time for (A) any period required by Parent any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer or Merger Sub and (or such longer period as the Parties may agree)B) periods of up to ten (10) Business Days per extension, until such time any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or been terminated; and (iii) if, as such of the scheduled Expiration Date, any Offer Conditions are satisfied. Merger Sub mayCondition is not satisfied and has not been waived, in its sole discretion, without consent at the request of the Company, Purchaser shall extend the Offer on one or more occasions, in consecutive increments occasions for an additional period specified by the Company of between two (2) and up to ten (10) Business Days eachper extension, with the length of to permit such period Offer Condition or Offer Conditions to be determined by Parent or Merger Sub satisfied; provided, however, that in no event shall Purchaser (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (21) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest earlier to occur of (ithe “Extension Deadline”): (x) the valid termination of this Agreement in compliance with Article 9 and (y) the first (1st) Business Day immediately following the End Date or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside DateArticle 9.

Expiration and Extension of the Offer. The initial expiration date of the Offer (the “Initial Expiration Date”) shall initially be scheduled to expire at one minute after 11:59 p.m. (New York City time) on the later of (i) midnight, New York City time, on the 20th twentieth (20th) Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) and 14d-2 under the Exchange Act) and (ii) 5:00 p.m. New York City the No-Shop Period Start Date, unless the Initial Expiration Date has been extended pursuant to, and in accordance with, the provisions of this Section 2.1(c) or as required by applicable law or the interpretations of the SEC (the Initial Expiration Date or such later time and date on June 28which the Initial Expiration Date has been extended pursuant to, 2012 (such date being and in accordance with this Agreement, the “Initial Offer Expiration Date”). Subject to the parties’ rights to terminate this Agreement pursuant to Article VIII and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition), Merger Sub shall (shall, and Parent shall cause Merger Sub to) , extend the Offer from time to time (i) extend the Offer for any period as required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), SEC or the staff thereof or Nasdaq, applicable to the Offer Offer, and (ii) if any if, as of the then-scheduled Expiration Date, any Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I Condition shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend at the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent request of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, occasions in consecutive increments of up to five (5) Business Days each, with (calculated as set forth in Rule 14d-1(g)(3) under the length of such period to be determined by Parent or Merger Sub Exchange Act) each (or such longer period as the Parties parties hereto may agree)) until such time as each such condition shall have been satisfied or waived; provided, for an aggregate period of time of not more than ten however, that (101) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), no event shall Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) Termination Date or the valid termination of this Agreement in accordance with Section 8.01Article VIII, (ii2) three if, at any otherwise scheduled Expiration Date, all of the Offer Conditions except for the Minimum Tender Condition shall have been satisfied or waived, Merger Sub shall in such situation be required to extend the Offer in consecutive increments of up to five (5) Business Days each but in no event more than fifteen (15) Business Days in the aggregate (or such other period as the parties hereto may agree), (3) Merger Sub may extend the Offer for up to five (5) Business Days after in order to determine whether the Proxy Statement Clearance Date Offer Condition set forth in clause (c) of Exhibit A has been satisfied, and (iii4) Merger Sub shall extend the Outside DateOffer if requested by the Company Board, or may extend the Offer at its election, in accordance with Section 5.3 for the number of Business Days provided therein. The Offer shall not be extended by Merger Sub except as specifically provided in this Section 2.1(c). The Offer may not be terminated prior to its Expiration Date (as such Expiration Date may be extended and re-extended in accordance with this Section 2.1(c)) unless this Agreement is validly terminated in accordance with Article VIII. In the event that this Agreement is terminated pursuant to Article VIII prior to any scheduled expiration thereof, Merger Sub shall (and Parent shall cause Merger Sub to) promptly (and in any event within one (1) Business Day after such termination), irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, one minute after 11:59 p.m. Eastern Time on the 20th Business Day following the commencement of the Offer date that is twenty (20) business days (determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) from the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Expiration Date”, and such date or such subsequent date to which the Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall (and Parent shall cause Merger Sub to) Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8: (i) extend the Offer for any period required by any ruleif, regulation, interpretation or position as of the Securities then-scheduled Expiration Date, any Offer Condition is not satisfied and Exchange Commission (the “SEC”)has not been waived by Purchaser, the staff thereof Payor or Nasdaq, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied orParent, to the extent waivable by Parent Purchaser, Payor or Merger SubParent, waivedParent, Payor and Purchaser may, in their sole discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to ten (10) Business Days eachbusiness days per extension, with the length of to permit such period Offer Condition to be determined satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) any period required by Parent applicable securities law, rule or Merger Sub regulation, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the Offer; and (or such longer period as the Parties may agree)B) periods of up to ten (10) business days per extension, until such time any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Legal Requirement shall have expired or been terminated; and (iii) if, as such of the scheduled Expiration Date, any Offer Conditions are satisfied. Merger Sub mayCondition is not satisfied and has not been waived, in its sole discretion, without consent at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions, in consecutive increments occasions for an additional period of between two (2) and up to ten (10) Business Days eachbusiness days per extension, with the length of to permit such period Offer Condition to be determined by Parent or Merger Sub (or such other period as the Parties may agree)satisfied; provided, if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied orhowever, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate that in no event under this Agreement pursuant to Section 8.01shall Parent, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent Payor or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two Purchaser: (21) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest earlier to occur of (ix) the valid termination of this Agreement in accordance compliance with Section 8.018 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); (ii2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company; or (3) be required to extend the Offer beyond the then-existing Expiration Date for more than three (3) Business Days after consecutive additional periods not to exceed an aggregate of thirty (30) business days (provided that each such period will be ten (10) business days unless the Proxy Statement Clearance Date Company agrees otherwise), if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition and (iii) conditions which by their nature are to be satisfied at the Outside Date.expiration of the Offer. Subject to the valid termination of this Agreement in compliance with Section 8, Purchaser shall not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of the Company. Table of Contents

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, one minute after 11:59 p.m. Eastern Time on the 20th Business Day following the commencement of the Offer date that is twenty business days (determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Expiration Date”, and such date or such subsequent date to which the Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall (and Parent shall cause Merger Sub to) Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under Article VIII: (i) extend the Offer for any period required by any ruleif, regulation, interpretation or position as of the Securities then-scheduled Expiration Date, any Offer Condition is not satisfied and Exchange Commission (the “SEC”), the staff thereof has not been waived by Purchaser or Nasdaq, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied orParent, to the extent waivable by Parent Purchaser or Merger SubParent, waivedPurchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to ten (10) Business Days eachbusiness days per extension, with the length of to permit such period Offer Condition to be determined satisfied; (ii) Purchaser shall, and Parent shall cause Purchaser to, extend the Offer from time to time for: (A) any period required by Parent any Law, any interpretation or Merger Sub position of the SEC, the staff thereof or NASDAQ applicable to the Offer; and (or such longer period as the Parties may agree)B) periods of up to ten business days per extension, until such time any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any foreign antitrust or competition-related Law shall have expired or been terminated; and (iii) if, as such of the then-scheduled Expiration Date, any Offer Conditions are satisfied. Merger Sub mayCondition is not satisfied and has not been waived, in its sole discretion, without consent at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such occasions for an additional period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days eachten business days per extension, with the length of to permit such period Offer Condition to be determined by Parent or Merger Sub satisfied; provided, however, that in no event shall Purchaser: (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (101) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest earlier to occur of (ix) the valid termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date Article VIII and (iiiy) the Outside DateEnd Date (such earlier occurrence, the “Extension Deadline”); or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, on the 20th date (the “Initial Expiration Date”) that is twenty (20) Business Day following the commencement of the Offer Days (determined using calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) after the commencement of the Offer. Notwithstanding the foregoing, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived (to the extent waivable in accordance with the terms hereof), subject to Parent’s and the Company’s right to terminate this Agreement pursuant to Section 10.1, then Acquisition Sub shall extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, ending no later than the Outside Date to permit such Offer Condition to be satisfied; provided, however, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, the Minimum Tender Condition is the only Offer Condition that has not been satisfied or waived, (i) Acquisition Sub shall extend the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive periods of up to ten (10) Business Days each, ending no later than the Outside Date, if and as requested by the Company in writing, or (ii) 5:00 p.m. New York City time on June 28Acquisition Sub may extend the Offer and its expiration date beyond the Initial Expiration Date for one period of up to ten (10) Business Days. In addition, 2012 notwithstanding the satisfaction of any or all of the Offer Conditions, if the Company either receives an Acquisition Proposal or delivers to Parent a Recommendation Change Notice ten (10) or fewer Business Days prior to the Initial Expiration Date or the expiration of any subsequent period of the Offer (but only a period, at the beginning of which the Minimum Tender Condition was not satisfied), and the Company provides Parent with a written request that Acquisition Sub extend the Offer, then Acquisition Sub shall extend the Offer and its expiration date to such date being as is necessary to ensure the “Initial Offer Expiration Date”)does not expire until the date that is the earlier of (A) ten (10) Business Days from the date of such request, or for such shorter period as may be specified by the Company in such written request, or (B) if such request is the result of an Acquisition Proposal, and a four (4) Business Day period pursuant to Section 10.1(d)(iv) is commenced during the last four (4) Business Days of such extension period, then the Business Day following the expiration of such four (4) Business Day period or, in either case, for such shorter period as may be specified by the Company in such written request. Merger Notwithstanding anything herein to the contrary, Acquisition Sub shall (and Parent shall cause Merger Sub to) (i) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (SEC or its staff or any rule or regulation of the “SEC”)NYSE, the staff thereof or Nasdaqin each case, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) the valid termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Date.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of one (i1) midnightminute following 11:59 p.m., New York City timeEastern Time, on the date that is the 20th Business Day following the commencement of the Offer (Commencement Date, determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) , unless otherwise agreed to in writing by Parent and (ii) 5:00 p.m. New York City time on June 28, 2012 the Company (such date being or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Initial Offer Expiration Date”). Merger Sub shall (and Parent shall cause Merger Sub to) Subject to the Parties’ respective termination rights under Section 9: (i) extend the Offer for any period required by any ruleif, regulation, interpretation or position as of the Securities scheduled Expiration Date, any Offer Condition is not satisfied and Exchange Commission has not been waived, Purchaser may, in its discretion (and without the “SEC”), the staff thereof or Nasdaq, applicable to the Offer and (ii) if any consent of the Offer Conditions set forth in clause (b) of Annex I Company or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waivedany other Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to ten (10) Business Days eachper extension, with the length of to permit such period Offer Condition to be determined satisfied; (ii) Purchaser shall extend the Offer (A) for the minimum period required by Parent any Law, any interpretation or Merger Sub position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) on one or such longer more occasions if, as of the scheduled Expiration Date, the Offer Condition set forth in clause (e) of Annex I is not satisfied, for an additional period as the Parties may agree), until such time as of up to ten (10) Business Days per extension to permit such Offer Conditions are Condition to be satisfied. Merger Sub may; and (iii) if, in its sole discretionas of the scheduled Expiration Date, without consent any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall extend the Offer on one or more occasions, in consecutive increments occasions for an additional period specified by the Company of between two (2) and up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub per extension (or such other period as the Parties may agree), if on any then-scheduled expiration date of the to permit such Offer any of the Condition or Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub satisfied; provided, however that in no event shall Purchaser (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (101) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (ithe “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 9 and (y) the first Business Day immediately following the End Date, or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company. Purchaser agrees that it shall not, and Parent shall not permit or authorize Purchaser to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Date9.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, on the later of (x) the 20th Business Day business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (iiy) 5:00 p.m. New York City time on June 28, 2012 the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”). Merger , provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall (shall, and Parent shall cause Merger Sub to) (i) , extend the Offer for ten (10) business days; provided, further, that if the only Offer Condition not satisfied at such time is the Financing Proceeds Condition, then such Initial Offer Expiration Date may be extended, at Parent’s option, for less than ten (10) business days. Thereafter, if at any then scheduled expiration of the Offer, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions, in consecutive increments of up to five (5) business days (or such longer period as the Parties may agree) each; provided, however, if the Proxy Statement Clearance Date has occurred on or prior to November 24, 2010, then no such extension shall be required after November 24, 2010; provided, further, however, if the Proxy Statement Clearance Date has not occurred on or prior to November 24, 2010, then either Parent or the Company may request, and upon such request, Sub shall extend the Offer in increments of up to five (5) business days (or such longer period as the Parties may agree) each until the Proxy Statement Clearance Date; it being understood that nothing contained herein shall limit or otherwise affect the Company’s right to terminate this Agreement pursuant to Section 9.01(g) in accordance with the terms thereof. ‘‘Proxy Statement Clearance Date” means the date on which the SEC has, orally or in writing, confirmed that it has no further comments on the Proxy Statement, including the first date following the tenth calendar day following the filing of the preliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement. In addition, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasions for the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), ) or the staff thereof or Nasdaq, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied orOffer; provided, to the extent waivable by Parent or Merger Subhowever, waived, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger that Sub shall not be required to extend the Offer beyond the earliest Outside Date and such extension shall be subject to occur of (i) the valid termination of this Agreement right to terminate the Offer in accordance with Section 8.011.01(f). The last date on which the Offer is required to be extended pursuant to this Section 1.01(d) is referred to as the “Offer End Date” (it being understood that under no circumstances shall the Offer End Date occur prior to November 24, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Date.2010). 2

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, on the 20th date (the “Initial Expiration Date”) that is twenty (20) Business Day following the commencement of the Offer Days (determined using calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) after the commencement of the Offer. Notwithstanding the foregoing, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied or, to the extent waivable in accordance with the terms hereof, has not been waived by Parent or Acquisition Sub, Acquisition Sub shall, subject to Parent’s and the Company’s right to terminate this Agreement pursuant to Section 10.1, extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, the length of each such period to be determined by Parent in its sole discretion (or such longer period as the Parties hereto may agree), ending no later than the Outside Date, to permit such Offer Condition to be satisfied; provided, however, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, the Minimum Tender Condition is the only Offer Condition that has not been satisfied or waived (to the extent waivable in accordance with the terms hereof), Acquisition Sub shall, subject to Parent’s right to terminate this Agreement pursuant to Section 10.1, if requested by the Company in writing, extend the Offer and its expiration date beyond any then scheduled expiration date for one or more periods not to exceed an aggregate of twenty (20) Business Days (the “Extended Expiration Date”), the length of each such period (which is not to be less than five (5) Business Days) to be determined by Parent in its sole discretion (or such longer period as the Parties hereto may agree), ending no later than the Outside Date, to permit the Minimum Tender Condition to be satisfied. Notwithstanding the foregoing or anything else in this Agreement (including Annex I) to the contrary, if all of the Offer Conditions (or all of the Offer Conditions other than the Minimum Tender Condition) have been satisfied as of 4:01 pm ET on the Business Day immediately preceding the Initial Expiration Date, (x) the Company shall, upon the request of Parent, deliver to Parent a certificate, executed on behalf of the Company by the chief executive officer or the chief financial officer of the Company certifying that none of the conditions set forth in clauses (c)(ii), (c)(iii), and (c)(iv) of Annex I shall have occurred and be continuing as of such date and time and (y) Acquisition Sub may extend the Offer prior to the expiration thereof for one period not to exceed ten (10) Business Days from the Initial Expiration Date, provided that, (i) Parent and Acquisition Sub shall, prior to the public announcement of such extension, irrevocably waive (A) all of the Offer Conditions (other than (1) the Minimum Tender Condition, which may be waived by Parent and Acquisition Sub only with the prior written consent of the Company and (2) the condition set forth in clause (c)(i) of Annex I) and the Offer shall thereafter be conditioned only upon the satisfaction of the Minimum Tender Condition and the condition set forth in clause (c)(i) of Annex I, (B) the termination right of Parent set forth in Section 10.1(e) and (C) the condition to the Merger set forth in Section 9.1(b), and (ii) 5:00 p.m. New York City time on June 28the total, 2012 (aggregate funds necessary to consummate the Offer and the Merger shall, prior to the public announcement of the extension, have been deposited into an escrow account pursuant to an Acceptable Escrow Agreement and the release of such date being funds to the “Initial account of the depositary for the Offer Expiration Date”)and the Exchange Fund, as applicable, to pay the aggregate consideration payable in connection with the Offer and the Merger shall be conditioned only upon the occurrence of the Acceptance Time. Merger Notwithstanding anything herein to the contrary, Acquisition Sub shall (and Parent shall cause Merger Sub to) (i) shall, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”)SEC or its staff or any rule or regulation of Nasdaq, the staff thereof or Nasdaqin each case, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) the valid termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Date.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at the later of midnight (i) midnight, New York City time, ) on the 20th date (the “Initial Expiration Date”) that is twenty (20) Business Day following the commencement of the Offer Days (determined using calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) after the commencement of the Offer. Notwithstanding the foregoing, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived (to the extent waivable in accordance with the terms hereof), subject to Parent’s and the Company’s right to terminate this Agreement pursuant to Section 10.1, then Acquisition Sub shall extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, ending no later than the Outside Date, to permit such Offer Condition to be satisfied; provided, however, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, the Minimum Tender Condition is the only Offer Condition that has not been satisfied or waived (to the extent waivable in accordance with the terms hereof), (i) Acquisition Sub shall, if and as requested by the Company in writing, extend the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, ending no later than the Outside Date or (ii) 5:00 p.m. New York City time on June 28Acquisition Sub may extend the Offer and its expiration date beyond the Initial Expiration Date for one period of up to ten (10) Business Days. In addition, 2012 notwithstanding the satisfaction of any or all of the Offer Conditions, if the Company either receives an Acquisition Proposal or delivers to Parent a Recommendation Change Notice ten (10) or fewer Business Days prior to the Initial Expiration Date or such other subsequent date as of which the Offer is scheduled to expire, and the Company provides Parent with a written request that Acquisition Sub extend the Offer, then Acquisition Sub shall extend the Offer and its expiration date to such date being as is necessary to ensure the “Initial Offer Expiration Date”)does not expire until ten (10) Business Days from the date of such request, or for such shorter period as may be specified by the Company in such written request. Merger Notwithstanding anything herein to the contrary, Acquisition Sub shall (and Parent shall cause Merger Sub to) (i) shall, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (SEC or its staff or any rule or regulation of the “SEC”)NYSE, the staff thereof or Nasdaqin each case, applicable to the Offer and (ii) if any Offer. Only in the event the exercise of the Top-Up would be insufficient to cause Parent to reach the Short-Form Threshold or the Top-Up is otherwise held by a court of competent jurisdiction to be unenforceable or is enjoined by such court, Acquisition Sub may, and the Offer Conditions set forth in clause (b) Documents may reserve the right of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waivedAcquisition Sub to, extend the Offer on one or more occasions, for a subsequent offering period (within the meaning of Rule 14d-11 promulgated under the Exchange Act) in consecutive increments compliance with Rule 14d-11 promulgated under the Exchange Act and all other provisions of up to ten (10) Business Days each, with applicable securities laws immediately following the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject . Subject to Parent’s right to terminate the terms and conditions set forth in this Agreement pursuant to Section 8.01and the Offer, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Acquisition Sub to) extend , and Acquisition Sub shall, accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of as so extended by such period to be determined by Parent or Merger Sub (or such longer subsequent offering period as promptly as reasonably practicable after any such shares of Company Common Stock are tendered during such subsequent offering period and in any event in compliance with Rule 14e-1(c) promulgated under the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) the valid termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside DateExchange Act.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, on the 20th date (the "Initial Expiration Date") that is no sooner than twenty (20) Business Day following the commencement of the Offer Days (determined using calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) after the commencement of the Offer. Notwithstanding the foregoing, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived (ii) 5:00 p.m. New York City time on June 28to the extent waivable in accordance with the terms hereof), 2012 (such date being subject to Parent's and the “Initial Offer Expiration Date”). Merger Company's right to terminate this Agreement pursuant to Section 10.1, then Acquisition Sub shall extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, ending no later than the Outside Date (the length of each such period to be determined by Parent shall cause Merger in its sole discretion subject to the foregoing conditions), to permit such Offer Condition to be satisfied. Notwithstanding anything herein to the contrary, Acquisition Sub to) (i) shall, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (SEC or its staff or any rule or regulation of the “SEC”)Nasdaq, the staff thereof or Nasdaqin each case, applicable to the Offer; provided, however, that if Acquisition Sub elects to increase the Offer and Price it shall be required to extend the Initial Expiration Date or such other subsequent date as of which the Offer is scheduled to expire for the minimum period required under the Securities Laws. If necessary to obtain sufficient shares of Company Common Stock (ii) if any without regard to shares of Company Common Stock issuable upon the exercise of the Offer Conditions set forth Top-Up or shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in clause settlement or satisfaction of such guarantee) to reach the Short-From Threshold, Acquisition Sub may, in its sole discretion, provide for a "subsequent offering period" (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on and one or more occasions, extensions thereof) in consecutive increments accordance with Rule 14d-11 under the Exchange Act of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfiedDays. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, Subject to the extent waivable by Parent or Merger Sub, waived. Parent terms and Merger Sub agree that, if on any then-scheduled expiration date conditions of this Agreement and the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Acquisition Sub shall (and Parent shall cause Merger Acquisition Sub to) extend immediately accept for payment, and pay for, all shares of Company Common Stock that are validly tendered pursuant to the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of during such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) the valid termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Date"subsequent offering period".

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at the later of 12:00 midnight (i) midnight, New York City time, ) on the 20th twentieth (20th) Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3) under the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Offer Expiration Date”)). Subject to the parties’ rights to terminate this Agreement pursuant to Article IX and Parent’s and Merger Sub’s right to waive any Offer Condition (other than the Minimum Tender Condition and the Majority of the Minority Tender Condition), Parent and Merger Sub shall (and Parent shall cause Merger Sub to) (i) extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), SEC or the staff thereof or Nasdaq, applicable to the Offer Offer, and (ii) if if, on the initial expiration date or any subsequent date as of which the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I is scheduled to expire, any Offer Condition shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, occasions in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub each (or such longer period as the Parties parties hereto may agree)) until such time as each such condition shall have been satisfied or waived; provided, for an aggregate period of time of not more than ten however, that (101) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), no event shall Parent and Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) Outside Date or the valid termination of this Agreement in accordance with Section 8.01Article IX, (ii2) three if, at any otherwise scheduled expiration of the Offer, all of the Offer Conditions except for the Minimum Tender Condition and/or the Majority of the Minority Tender Condition shall have been satisfied or waived, Parent and Merger Sub shall in such situation be required to extend the Offer in consecutive increments of up to five (5) Business Days each but in no event more than fifteen (15) Business Days in the aggregate (or such other period as the parties hereto may agree), (3) Parent and Merger Sub may extend the Offer for up to five (5) Business Days after in order to determine whether the Proxy Statement Clearance Date Offer Condition set forth in clause (e) of Exhibit A has been satisfied, (4) Parent and Merger Sub shall extend the Offer if requested by the Special Committee, or may extend the Offer at their election, in accordance with the last sentence of Section 7.02(c) for the number of Business Days provided therein, and (iii5) Parent and Merger Sub may extend the Outside DateOffer for up to twenty (20) days in order to deliver any required notices to the NYSE in connection with the payment of distributions on outstanding Parent Preferred Units. The Offer shall not be extended by Parent and Merger Sub except as specifically provided in this Section 2.01(c). The Offer may not be terminated prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 2.01(c)) unless this Agreement is validly terminated in accordance with Article IX. In the event that this Agreement is terminated pursuant to Article IX prior to any scheduled expiration thereof, Parent and Merger Sub shall promptly (and in any event within one (1) Business Day of such termination), irrevocably and unconditionally terminate the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, on the 20th Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Offer Expiration Date”). Merger Sub shall (and Parent shall cause Merger Sub to) (i) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), ) or the staff thereof or Nasdaq, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (cd) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties hereto may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties hereto may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.019.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two one (21) Business Days Day prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties hereto may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest to occur of (i) the valid termination of this Agreement in accordance compliance with Section 8.019.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Date.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of 11:59 p.m. (i) midnight, New York City time, ) on the 20th twentieth (20th) Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Offer Expiration Date”). Notwithstanding anything to the contrary set forth in this Agreement, if, at any then-scheduled expiration of the Offer (including the Initial Expiration Date), (i) any Offer Condition shall not have been satisfied or waived, then Merger Sub shall (may and, if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to) (i) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or Nasdaq, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties parties hereto may agree), for an aggregate period in each case, in compliance with Rule 14e-1(d) promulgated under the Exchange Act; provided, that the maximum number of time days that the Offer may be extended pursuant to this clause (i) in circumstances where all of not more the conditions to the Offer are satisfied other than ten the Minimum Tender Condition shall be twenty (1020) Business Days. Notwithstanding anything ; (ii) the Marketing Period has not ended, then the Offer will be automatically extended until the earliest to occur of (A) any Business Day before or during the Marketing Period as may be specified by Parent on no less than two (2) Business Days’ prior notice to the contrary Company and (B) the first (1st) Business Day after the final day of the Marketing Period; or (iii) the Offer is required to be extended by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (“SEC”) or the staff thereof applicable to the Offer, then the Offer will be automatically extended for the minimum period required by such rule, regulation, interpretation or position; provided, however, that in this Section 1.01(d), no event shall Merger Sub shall not be required to extend the Offer pursuant to the foregoing clauses (i), (ii) or (iii) beyond the earliest Termination Date (the date on which the Offer finally expires (taking into account any extensions that may be elected or required pursuant to occur and in accordance with this Section 1.1(c)) is referred to herein as, the “Expiration Date”). The Offer may not be terminated prior to any then-scheduled expiration of the Offer unless this Agreement is validly terminated in accordance with Section 7.1. If (i) at any then-scheduled expiration of the valid Offer (including the Initial Expiration Date), (A) any Offer Condition shall not have been satisfied or waived and (B) no further extensions or re-extensions of the Offer have been duly elected or required pursuant to this Section 1.1(c), or (ii) this Agreement is terminated pursuant to Section 7.1 or (iii) there shall exist a Top-Up Impediment and Merger Sub elects to terminate the Offer, then, in each case, Merger Sub shall promptly (and, in any event, within twenty-four (24) hours following such expiration or termination, but prior to the Offer Closing), irrevocably and unconditionally terminate the Offer. The termination of the Offer pursuant to clause (i) or (ii) of the immediately preceding sentence is referred to in this Agreement as the “Offer Termination,” and the date on which the Offer Termination occurs is referred to in this Agreement as the “Offer Termination Date.” If the Offer is terminated or withdrawn by Merger Sub, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. The parties hereto acknowledge and agree that the Offer Termination, in and of itself, shall not give rise to a right of termination of this Agreement unless and to the extent expressly provided in accordance Section 7.1 and, notwithstanding the fact that the Offer Termination may have occurred, the rights and obligations of the parties hereto under this Agreement other than with Section 8.01respect to the Offer shall continue in full force and effect, (ii) three (3) Business Days after including those obligations with respect to the Proxy Statement Clearance Date and (iii) the Outside DateMerger.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, one minute after 11:59 p.m. Eastern Time on the 20th Business Day following the commencement of the Offer date that is 20 business days (determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) following the Offer Commencement Date (unless otherwise agreed to in writing by Parent and the Company) (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Expiration Date”, and such date or such subsequent date to which the Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 8: (i) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has been waived), Purchaser may, in its discretion (and without the consent of the Company or any other Person), extend the Offer for additional periods of up to 10 business days per extension, to permit such Offer Condition to be satisfied; (ii) if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has been waived), at the request of the Company, Purchaser shall, and Parent shall cause Merger Sub Purchaser to) (i) , extend the Offer for any period required additional periods specified by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or Nasdaq, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, in consecutive increments Company of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub 10 business days per extension (or such other period as the Parties may agree), if on any then-scheduled expiration date of the to permit such Offer any of the Offer Conditions shall not have been satisfied orCondition to be satisfied; and (iii) Purchaser shall, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub Purchaser to) , extend the Offer on one from time to time for: (A) the minimum period required by any Legal Requirement, any interpretation or more occasionsposition of the SEC, in consecutive increments the staff thereof or NASDAQ applicable to the Offer and (B) periods of up to five 10 business days per extension, until any waiting period (5and any extension thereof) Business Days eachapplicable to and necessary for the consummation of the Offer under the HSR Act shall have expired or been terminated; provided, with the length of such period to be determined by however, that in no event shall Parent or Merger Sub Purchaser (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (101) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest earlier to occur of (ix) the valid termination of this Agreement in accordance with Section 8.018 and (y) the End Date (such earlier occurrence, the “Extension Deadline”), (ii2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company or (3) be required to extend the Offer beyond the then-existing Expiration Date for more than three (3) Business Days after consecutive additional periods not to exceed an aggregate of thirty (30) business days, if, as of the Proxy Statement Clearance Date applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition and (iii) conditions which by their nature are to be satisfied at the Outside Dateexpiration of the Offer.

Expiration and Extension of the Offer. The initial Offer shall initially be Expiration Time is scheduled to expire at one minute following 11:59 pm (New York City time) on the later twentieth (20th) business day following the commencement of the Offer; provided that the Offer will not expire prior to July 1, 2020, and if such twentieth (20th) business day is a date prior to July 1, 2020, the Offer will expire on the first business day on or after July 1, 2020. The Merger Agreement requires that Purchaser will, and Parent will cause Purchaser to, extend the Offer (i) midnightif as of any then-scheduled Offer Expiration Time, any Offer Condition is not satisfied and has not been waived by Parent or Purchaser (to the extent permitted under the Merger Agreement) (A) on one or more occasions in consecutive increments of up to ten business days each (or such longer or shorter period as may be agreed by the parties) or (B) if any then-scheduled Offer Expiration Time is ten or fewer business days before the End Date (as defined below), until 11:59 p.m., New York City time, on the 20th Business Day following day before the commencement of End Date (or such other date and time as the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) parties may agree), and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Offer Expiration Date”). Merger Sub shall (and Parent shall cause Merger Sub to) (i) extend the Offer for any period required by any applicable rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”), SEC or the staff thereof or Nasdaq or as may be necessary to resolve any comments of the SEC or the staff or Nasdaq, in each case, as applicable to the Offer and (ii) if any of Offer, the Schedule 14D-9 or the Offer Conditions set forth Documents; provided that, in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall each case, without the Company's written consent, Purchaser will not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretionand, without consent of the CompanyParent's prior written consent, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall Purchaser will not be required to extend the Offer Offer, in each case beyond the earliest to occur earlier of (i) the End Date or the valid termination of this the Merger Agreement. As promptly as practicable following the consummation of the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions), Purchaser will merge with and into the Company, and the Company will survive the Merger as a direct, wholly owned subsidiary of Parent. At the Effective Time, the separate corporate existence of Purchaser will cease and the Company will continue as the surviving corporation in the Merger (the "Surviving Corporation"). At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares that immediately prior to the Effective Time are owned by the Company, Parent, Purchaser, any other wholly owned subsidiary of Parent or Purchaser or any wholly owned subsidiary of the Company or that are held in the Company's treasury and (ii) Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a Company stockholder who is entitled to demand appraisal and who has properly demanded appraisal of such shares under Delaware law) will be automatically converted into the right to receive the Merger Consideration in an amount equal to the Offer Price, net to the seller in cash, without interest and subject to any withholding taxes. The certificate of incorporation of the Company as in effect immediately prior to the Effective Time will be amended and restated in its entirety as set forth on the form of the certificate of incorporation attached to the Merger Agreement as Exhibit A. The bylaws of Purchaser as in effect Table of Contents immediately prior to the Effective Time will be amended and restated to be in the form of the bylaws of Purchaser as in effect immediately prior to the Effective Time, except (i) that all references therein to Purchaser will be amended to become references to the Surviving Corporation and (ii) for any changes as will be necessary to reflect certain indemnification obligations contemplated by the Merger Agreement. The directors and officers of Purchaser immediately prior to the Effective Time will be the directors and officers, respectively, of the Surviving Corporation until their respective successors are duly elected or appointed and qualified in accordance with applicable law or until their earlier death, resignation or removal in accordance with the organizational documents of the Surviving Corporation. The Merger Agreement provides the Merger will be effected under Section 8.01, (ii251(h) three (3) Business Days after of the Proxy Statement Clearance Date DGCL and (iii) will be effected without a vote of the Outside DateCompany stockholders.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at the later of (i) midnight, New York City time, on the 20th date (the “Initial Expiration Date”) that is twenty (20) Business Day following the commencement of the Offer Days (determined using calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) after the commencement of the Offer. Notwithstanding the foregoing, subject, in each case, to Parent’s and the Company’s right to terminate this Agreement pursuant to Section 10.1, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived (to the extent waivable in accordance with the terms hereof), then Acquisition Sub shall extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, ending no later than the Outside Date, to permit such Offer Condition to be satisfied; provided, however, if, on the Initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, the Minimum Tender Condition and conditions which by their nature are to be satisfied at the expiration date are the only Offer Conditions that have not been satisfied or waived (to the extent waivable in accordance with the terms hereof), (i) Acquisition Sub shall, if and as requested by the Company in writing, extend (and re-extend) the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, ending no later than the Outside Date or (ii) 5:00 p.m. New York City time on June 28if the Company shall not have requested such an extension in writing, 2012 (such date being the “Initial Offer Expiration Date”). Merger Acquisition Sub shall may extend (and Parent shall cause Merger re-extend) the Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to ten (10) Business Days each, ending no later than the Outside Date. Notwithstanding anything herein to the contrary, Acquisition Sub to) (i) shall, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (SEC or its staff, any rule or regulation of the “SEC”)Nasdaq, the staff thereof or Nasdaqany applicable Law or Order, in each case, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree), until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent of the Company, extend the Offer on one or more occasions, in consecutive increments of between two (2) and ten (10) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such other period as the Parties may agree), if on any then-scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, with the length of such period to be determined by Parent or Merger Sub (or such longer period as the Parties may agree); provided, for an aggregate period the avoidance of time of not more than ten (10) Business Days. Notwithstanding anything doubt, that if Acquisition Sub elects to increase the contrary in this Section 1.01(d)Merger Consideration, Merger Sub it shall not be required to extend the Initial Expiration Date or such other subsequent date as of which the Offer beyond is scheduled to expire for the earliest to occur of (i) minimum period required under the valid termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) the Outside Datesecurities Laws.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at the later of (i) midnightone minute following 11:59 p.m., New York City timeEastern Time, on the 20th Business Day following the commencement Offer Commencement Date, determined as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) promulgated under the Exchange Act (unless a subsequent date is otherwise agreed to in writing by the Purchaser and the Company) (the “Expiration Time”), unless the Offer is extended in accordance with the terms herein, in which event the term “Expiration Time” shall mean the time to which the initial expiration time of the Offer (determined using Rule 14d-1(g)(3) is so extended. Notwithstanding anything to the contrary in this Agreement, but subject to the parties’ respective termination rights under the Exchange Act) and (ii) 5:00 p.m. New York City time on June 28, 2012 (such date being the “Initial Offer Expiration Date”). Merger Sub shall (and Parent shall cause Merger Sub to) Section 9.01: (i) extend if, as of the scheduled Expiration Time, any Offer Condition (other than those Offer Conditions that by their terms are to be satisfied at the Offer for any period required by any ruleAcceptance Time) is not satisfied and has not been waived, regulationPurchaser may, interpretation or position in its discretion (and without the consent of the Securities and Exchange Commission (the “SEC”Company or any other Person), the staff thereof or Nasdaq, applicable to the Offer and (ii) if any of the Offer Conditions set forth in clause (b) of Annex I or in paragraph (i) of clause (c) of Annex I shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, extend the Offer on one or more occasions, in consecutive increments for an additional period of up to ten (10) Business Days eachper extension, to permit such Offer Condition to be satisfied (it being understood that, for the avoidance of doubt, the Offer may not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived in accordance with the length terms of such this Agreement); (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Applicable Law, any interpretation or position of the SEC, the staff thereof or NYSE applicable to the Offer; and (B) periods of up to ten (10) Business Days per extension, until the Regulatory Condition has been satisfied and (iii) if, as of the scheduled Expiration Time, any Offer Condition (other than those Offer Conditions that by their terms are to be determined by Parent or Merger Sub (or such longer period as satisfied at the Parties may agree)Offer Acceptance Time) is not satisfied and has not been waived, until such time as such Offer Conditions are satisfied. Merger Sub may, in its sole discretion, without consent at the request of the Company, Purchaser shall, extend the Offer on one or more occasions, in consecutive increments occasions for an additional period specified by Purchaser of between two (2) and up to ten (10) Business Days eachper extension, with the length of to permit such period Offer Condition to be determined by Parent or Merger Sub satisfied (or such other period as it being understood that, for the Parties may agree)avoidance of doubt, if on any then-scheduled expiration date of the Offer any of the may not be extended pursuant to this clause (iii) if all Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived. Parent and Merger Sub agree that, if on any then-scheduled expiration date of the Offer, but subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, then to the extent requested waived in writing by the Company delivered to Parent no less than two (2) Business Days prior to such expiration date, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer on one or more occasions, in consecutive increments of up to five (5) Business Days each, accordance with the length terms of such period to be determined by Parent this Agreement); provided, that in no event shall Purchaser: extend or Merger Sub (or such longer period as the Parties may agree), for an aggregate period of time of not more than ten (10) Business Days. Notwithstanding anything to the contrary in this Section 1.01(d), Merger Sub shall not be required to extend the Offer beyond the earliest earlier to occur of (ix) the valid termination of this Agreement in accordance with Section 8.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date 9.01 and (iiiy) the Outside first Business Day immediately following the End Date; provided, further, that if, at the then-scheduled Expiration Time, a party brings or shall have brought any Proceeding in accordance with Section 10.02 to enforce specifically the performance of the terms and provisions of this Agreement, Purchaser shall extend the Expiration Time (A) for the period during which such Proceeding is pending or (B) by such other time period established by the Governmental Authority presiding over such Proceeding, as the case may be.