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 midnight, New York City time, on the later of (x) the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (y) the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”), provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, 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 applicable to the Offer; provided, however, that Sub shall not be required to extend the Offer beyond the Outside Date and such extension shall be subject to the right to terminate the Offer in accordance with Section 1.01(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, 2010).

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at midnight, 12:00 midnight (New York City time, ) on the later of twentieth (x20th) the 20th business day Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3) under )). Subject to the Exchange Act) and (y) the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”), provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, 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 parties’ rights to terminate this Agreement pursuant to Section 9.01(g) in accordance with Article IX and Merger Sub’s right to waive any Offer Condition (other than the terms thereof. ‘‘Proxy Statement Clearance Date” means Minimum Tender Condition and 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 Super-Majority of the preliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement. In additionMinority Tender Condition), Merger Sub shall, shall (and Parent AcquisitionCo shall cause Merger Sub to, ) (i) 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”) SEC or the staff thereof applicable to the Offer, and (ii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition shall not have been satisfied or waived, extend the Offer on one or more occasions in consecutive increments of up to five (5) Business Days each (or such longer period as the parties hereto may agree) until such time as each such condition shall have been satisfied or waived; provided, however, that (1) in no event shall Merger Sub shall not be required to extend the Offer beyond the Outside Date and or the 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 Super-Majority of the Minority Tender Condition shall have been satisfied or waived, Merger Sub shall in such extension shall situation be subject required to the right to terminate 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 in order to determine whether the Offer Condition set forth in clause (d) 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 1.01(f7.02(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 last Offer may not be terminated prior to its expiration date on which the Offer is required to (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 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 Article IX prior to November 24any scheduled expiration thereof, 2010Merger 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 initial expiration date of the Offer shall initially be scheduled to expire at midnight, 12:00 midnight (New York City time, ) on the later of twentieth (x20th) the 20th business day Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3) under )). Subject to the Exchange Act) and (y) the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”), provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, 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 parties’ rights to terminate this Agreement pursuant to Section 9.01(g) in accordance with Article VII and Merger Sub’s right to waive any Offer Condition (other than the terms thereof. ‘‘Proxy Statement Clearance Date” means the date on which the SEC hasMinimum Tender Condition), 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, Merger Sub shall, shall (and Parent shall cause Merger Sub to, ) (i) 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”) SEC or the staff thereof applicable to the Offer, (ii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition shall not have been satisfied or waived, extend the Offer on one or more occasions in consecutive increments of up to five (5) Business Days each (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, 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) until such time as the Bank Marketing Period shall have ended; provided, however, that (1) in no event shall Merger Sub shall not be required to extend the Offer beyond the Outside Date or the 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 extension shall situation be subject required to the right to terminate extend the Offer in accordance with Section 1.01(fconsecutive 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). The last Offer may not be terminated prior to its expiration date on which the Offer is required to (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 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 Article VII prior to November 24any scheduled expiration thereof, 2010Merger Sub shall (and Parent 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 midnight, 9:00 a.m. (New York City time, ) on the later of twenty-first (x21st) the 20th business day following (and including the day of) commencement of the Offer (determined using pursuant to Exchange Act Rule 14d-1(g)(3) under )). Merger Sub may extend the Exchange Act) and (y) the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”)Time at any time with the Company’s written consent. Merger Sub may, providedwithout the Company’s consent, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause 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”) SEC or the staff thereof or Nasdaq applicable to the OfferOffer (including in order to comply with Exchange Act Rule 14e-1(b) in respect of any change in the Offer Price); or (ii) if, as of any Offer Expiration Time, any Offer Condition is not satisfied and has not been waived, extend the Offer on one or more occasions in consecutive increments of up to ten (10) Business Days each (or such longer period as the parties hereto may agree), until such time as all Offer Conditions are satified or waived; provided, however, that that, without the Company’s written consent, Merger Sub shall 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 discretion or (B) as of any Offer Expiration Time, 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 for an additional period of ten (10) Business Days (or such longer or shorter period as the parties hereto may agree) to permit such Offer Condition(s) to be satisfied; provided, however, that, without the Company’s written consent, Merger Sub shall not extend the Offer, and without Merger Sub’s prior written consent, Merger Sub shall not be required to extend the Offer Offer, in each case beyond the Outside earlier of the End Date and such extension shall be subject to the right to terminate the Offer in accordance with Section 1.01(f). The last date on which the Offer is required to be extended pursuant to termination of 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, 2010)Agreement.

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 (yii) the second business day following the No-Shop Period Start Date 5:00 p.m. New York City time on June 28, 2012 (such later date being the “Initial Offer Expiration Date”), provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, . Merger 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 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; provided, howeverbut subject to Parent’s right to terminate this Agreement pursuant to Section 8.01, that 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 Outside Date and such extension shall be subject earliest to occur of (i) the right to terminate the Offer valid termination of this Agreement in accordance with Section 1.01(f). The last date on which 8.01, (ii) three (3) Business Days after the Offer is required to be extended pursuant to this Section 1.01(dProxy Statement Clearance Date and (iii) is referred to as the “Offer End Outside Date” (it being understood that under no circumstances shall the Offer End Date occur prior to November 24, 2010).

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight, New York City time, on the later of (x) the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (y) the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”), provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, 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 applicable to the Offer; provided, however, that Sub shall not be required to extend the Offer beyond the Outside Date and such extension shall be subject to the right to terminate the Offer in accordance with Section 1.01(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, 2010).. 2

Expiration and Extension of the Offer. The initial expiration date of the Offer shall initially be scheduled to expire at midnight, 12:00 midnight (New York City time, ) on the later of twentieth (x20th) the 20th business day Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3) under )). Subject to the Exchange Act) and (y) the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”), provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, 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 parties’ rights to terminate this Agreement pursuant to Section 9.01(g) in accordance with Article IX and Merger Sub’s right to waive any Offer Condition (other than the terms thereof. ‘‘Proxy Statement Clearance Date” means Minimum Tender Condition and 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 Majority of the preliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement. In additionMinority Tender Condition), Merger Sub shall, shall (and Parent shall cause Merger Sub to, ) (i) 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”) SEC or the staff thereof applicable to the Offer, and (ii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition shall not have been satisfied or waived, extend the Offer on one or more occasions in consecutive increments of up to five (5) Business Days each (or such longer period as the parties hereto may agree) until such time as each such condition shall have been satisfied or waived; provided, however, that (1) in no event shall Merger Sub shall not be required to extend the Offer beyond the Outside Date and or the 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 extension shall situation be subject required to the right to terminate 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 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 1.01(f7.02(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 last Offer may not be terminated prior to its expiration date on which the Offer is required to (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 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 Article IX prior to November 24any scheduled expiration thereof, 2010Merger Sub shall (and Parent 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 Offer shall initially be scheduled to expire at midnight, New York City time, on midnight at the later end of (x) the 20th business day following date that is 20 Business Days after the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (y) the second business day following the No-Shop Period Start Date (such later 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”), provided, however, if . Merger Sub may at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, time extend the Offer for ten any period agreed by Parent and the Company. Merger Sub may, in its sole discretion and without the Company’s consent, (10i) 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 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 OfferOffer or as may be required by any other Governmental Entity or (ii) if, as of the then-scheduled Expiration Time, any Offer Condition is not satisfied and has not been waived, extend the Offer on one or more occasions in consecutive increments of up to 10 Business Days each (or such longer period as the parties hereto may agree) until such time as all Offer Conditions are satisfied or waived; providedprovided that, howeverwithout the Company’s written consent, Merger Sub shall 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, 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 for an additional period of 10 Business Days (or such longer or shorter period as the parties hereto may agree); provided that Merger Sub shall not be required to extend the Offer beyond the Outside earlier of the End Date and such extension shall be subject to the right to terminate the Offer termination of this Agreement in accordance with Section 1.01(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, 2010)Article VIII.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight, New York City time, one minute after 11:59 p.m. Eastern Time on the later of (x) the 20th date that is twenty business day following the commencement of the Offer days (determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) and (y) the second business day following the No-Shop Period Start Offer Commencement Date (such later date being 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 Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, providedbut subject to the parties’ respective termination rights under Article VIII: (i) if, however, if at as of the Initial Offer then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser or waivedParent, Sub shallto the extent waivable by Purchaser or Parent, Purchaser may, in its discretion (and Parent shall cause Sub to, extend without 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 consent of the Offer, Company or any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub toother Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to five (5) ten business days per extension, to permit such Offer Condition to be satisfied; (or such longer period as the Parties may agreeii) 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 Purchaser shall, and Parent shall cause Sub Purchaser to, extend the Offer from time to time for: (A) any period required by any Law, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the Offer; and (B) periods of up to ten business days per extension, until 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 of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for the minimum an additional period required by any ruleof up to ten business days per extension, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offerpermit such Offer Condition to be satisfied; provided, however, that Sub in no event shall not Purchaser: (1) be required to extend the Offer beyond the Outside Date and such extension shall be subject earlier to occur of (x) the right to terminate the Offer valid termination of this Agreement in accordance with Section 1.01(fArticle VIII and (y) the End Date (such earlier occurrence, the “Extension Deadline”). The last date on which ; or (2) be permitted to extend the Offer is required to be extended pursuant to this Section 1.01(d) is referred to as beyond the “Offer End Date” (it being understood that under no circumstances shall Extension Deadline without the Offer End Date occur prior to November 24, 2010)written consent of the Company.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnightone minute following 11:59 p.m., New York City timeEastern Time, on the later of (x) 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 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 (y) the second business day following the No-Shop Period Start Date (such later date being terms of this Agreement, the “Initial Offer Expiration Date”). Notwithstanding anything to the contrary in this Agreement, providedbut subject to the Parties’ respective termination rights under Section 8.1: (i) if, however, if at as of the Initial Offer 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 or and has not been waived, Merger Sub shallmay, in its discretion (and Parent shall cause Sub to, extend without 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 consent of the Offer, Company or any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub toother Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to five (5) ten business days per extension, to permit such Offer Condition to be satisfied; (or such longer period as the Parties may agreeii) 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, Merger 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 Merger Sub to) extend the Offer from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) 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 that by their terms are to be satisfied at the Offer Acceptance Time) is not satisfied and has not been waived, Merger Sub shall (and Parent shall cause Merger Sub to), extend the Offer on one or more occasions for the minimum an additional period required specified by any ruleMerger Sub of up to ten business days per extension, regulationto permit such Offer Condition to be satisfied; and (iv) if, interpretation or position as of the Securities scheduled Expiration Date, the Minimum Condition is not satisfied but all other Offer Conditions (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time) have been satisfied or waived, (A) at the written request of the Company, Merger Sub shall (and Exchange Commission Parent shall cause Merger Sub to) extend the Offer on up to two occasions for an additional period specified by the Company of up to ten business days per any such extension to permit the Minimum Condition to be satisfied, and (B) Merger Sub may extend the Offer on up to two occasions for an additional period specified by the Company of 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: (1) extend or be required to extend the Offer beyond the earlier to occur of (the “SECExtension Deadline”) (x) the valid termination of this Agreement in accordance with Section 8.1 and (y) the first business day immediately following the End Date; or (2) be permitted to extend the staff thereof applicable 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 Offerperformance 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 Outside Date and such extension End Date. Merger Sub shall be subject to the right to 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 1.01(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, 2010)8.1.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at midnight, New York City time, on the later of date (xthe “Initial Expiration Date”) the 20th business day following the commencement of the Offer that is twenty (determined using 20) Business Days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) and (y) after the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”), provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, 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 commencement of the Offer. Notwithstanding the foregoing, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, extend the Offer on one or more occasionssubject, in consecutive increments of up each case, 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, Parent’s 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) 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 thereof. ‘‘Proxy Statement Clearance 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” means , to permit such Offer Condition to be satisfied; provided, however, if, on the Initial Expiration Date or any subsequent date on as of which the SEC hasOffer is scheduled to expire, orally 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, confirmed that it has 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 further comments on later than the Proxy Statement, including the first date following the tenth calendar day following the filing of the preliminary Proxy Statement Outside Date or (ii) if the SEC has Company shall not informed have requested such an extension in writing, Acquisition Sub may extend (and re-extend) the Company that it intends Offer and its expiration date beyond the Initial Expiration Date for one or more periods, in consecutive increments of up to review ten (10) Business Days each, ending no later than the Proxy StatementOutside Date. In additionNotwithstanding anything herein to the contrary, Acquisition Sub shall, and Parent shall cause Sub towithout the consent of the Company, extend the Offer on one or more occasions for the minimum 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, or the staff thereof any applicable Law or Order, in each case, applicable to the Offer; provided, howeverfor the avoidance of doubt, that if Acquisition Sub elects to increase the Merger Consideration, it shall not be required to extend the Offer beyond the Outside Initial Expiration Date and or such extension shall be subject to the right to terminate the Offer in accordance with Section 1.01(f). The last other subsequent date on as of which the Offer is scheduled to expire for the minimum period required to be extended pursuant to this Section 1.01(d) is referred to as under the “Offer End Date” (it being understood that under no circumstances shall the Offer End Date occur prior to November 24, 2010)securities Laws.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight, New York City time, one minute after 11:59 p.m. Eastern Time on the later of date that is twenty (x20) the 20th business day following the commencement of the Offer days (determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) and (y) from the second business day following the No-Shop Period Start Offer Commencement Date (such later date being 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 Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, providedbut subject to the Parties’ respective termination rights under Section 8: (i) if, however, if at as of the Initial Offer then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by Purchaser, Payor or waivedParent, Sub shallto the extent waivable by Purchaser, Payor or Parent, Parent, Payor and Parent shall cause Sub toPurchaser may, extend in their sole discretion (and without 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 consent of the Offer, Company or any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub toother Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to five ten (510) business days per extension, to permit such Offer Condition to be satisfied; (or such longer period as the Parties may agreeii) 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 Purchaser shall, and Parent shall cause Sub Purchaser to, extend the Offer from time to time for: (A) any period required by applicable securities law, rule or regulation, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the Offer; and (B) periods of up to ten (10) business days per extension, until 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 of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer on one or more occasions for the minimum an additional period required by any ruleof up to ten (10) business days per extension, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offerpermit such Offer Condition to be satisfied; provided, however, that Sub in no event under this Agreement shall not Parent, Payor or Purchaser: (1) be required to extend the Offer beyond the Outside earlier to occur of (x) the valid termination of this Agreement in compliance with Section 8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”); (2) 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) 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 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 such extension shall conditions which by their nature are to be subject satisfied at the expiration of the Offer. Subject to the right to valid termination of this Agreement in compliance with Section 8, Purchaser shall not terminate the Offer in accordance with Section 1.01(f). The last date on which Offer, or permit 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 expire, prior to November 24, 2010).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 midnight, New York City time, 9:00 a.m. Eastern Time on the later of date that is twenty-one (x21) the 20th business day 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 (y) the second business day following the No-Shop Period Start Date (such later 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”). Notwithstanding anything to the contrary contained in this Agreement, providedbut subject to the Parties’ respective termination rights under Section 8: (i) if, however, if at as of the Initial Offer scheduled Expiration Date, any Offer Condition is not satisfied or and has not been waived, Merger Sub shallmay, in its discretion (and Parent shall cause Sub to, extend without 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 consent of the Offer, Company or any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub toother Person), extend the Offer on one or more occasions, for an additional period of up to ten (10) 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, the length of each such period to be determined by Parent in its sole discretion (or such longer period as Parent and the Parties Company may mutually agree) eachto the extent (x) Parent and Merger Sub shall have waived the Financing Proceeds Condition, (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 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 or 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 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 Offer Conditions (and contribution by Parent or Merger Sub of the proceeds of the Equity Financing); provided, however, (iv) if (x) the Proxy Statement Clearance Date Financing Proceeds Condition has occurred on been satisfied or waived less than five (5) business days prior to November 24, 2010the then-scheduled expiration of the Offer (including the then-scheduled expiration date of the Offer) and (y) all of the other Offer Conditions have been satisfied or waived at the then scheduled expiration of the Offer, then no Merger Sub and Parent shall have a one-time right to extend the Offer pursuant to this sentence and 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 for a period of up to five (5) business days days, and (or such longer period v) if, as of the Parties may agree) each until scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the Proxy Statement Clearance Date; it being understood that nothing contained herein shall limit or otherwise affect request of 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, Merger Sub shall, shall (and Parent shall cause Merger Sub to, ) extend the Offer on one or more occasions for the minimum an additional period required by any ruleof up to ten (10) business days per extension, regulation, interpretation to permit such Offer Condition to be satisfied or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable waived. Notwithstanding anything to the Offercontrary in this Section 1.1(c), in no event shall Merger 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 have been completed; provided, however, that Sub shall not (2) be required to extend the Offer beyond the Outside earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 8, (y) three (3) business days after the Proxy Statement Clearance Date and such extension (z) the 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 be subject to the right to not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in accordance with Section 1.01(f). The last date on which the Offer event that this Agreement is required to be extended terminated 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, 2010)8.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight, New York City time, one minute after 11:59 p.m. Eastern Time on the later of (x) the 20th date that is 20 business day following the commencement of the Offer days (determined using as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) and (y) the second business day following the No-Shop Period Start Offer Commencement Date (such later date being 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 Initial Expiration Date of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, providedbut subject to the Parties’ respective termination rights under Section 8: (i) if, however, if at as of the Initial Offer then-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has been waived), Sub shallPurchaser may, in its discretion (and Parent shall cause Sub towithout the consent of the Company or any other Person), extend the Offer for ten (10) additional periods of up to 10 business days; provideddays per extension, further, that if the only to permit such Offer Condition not satisfied at such time is the Financing Proceeds Conditionto be satisfied; (ii) if, 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 as of the Offerthen-scheduled Expiration Date, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has been waived), Sub at the request of the Company, Purchaser shall, and Parent shall cause Sub Purchaser to, extend the Offer on one or more occasions, in consecutive increments for additional periods specified by the Company of up to five (5) 10 business days per extension (or such longer other period as the Parties may agree), to permit such Offer Condition to be satisfied; and (iii) 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 Purchaser shall, and Parent shall cause Sub Purchaser to, extend the Offer on one or more occasions for from time to time for: (A) the minimum period required by any ruleLegal Requirement, regulation, any interpretation or position of the Securities and Exchange Commission (the “SEC”) or , the staff thereof or NASDAQ applicable to the OfferOffer and (B) periods of up to 10 business days per extension, until any waiting period (and any extension thereof) applicable to and necessary for the consummation of the Offer under the HSR Act shall have expired or been terminated; provided, however, that Sub in no event shall not Parent or Purchaser (1) be required to extend the Offer beyond the Outside Date and such extension shall be subject earlier to occur of (x) the right to terminate the Offer valid termination of this Agreement in accordance with Section 1.01(f8 and (y) the End Date (such earlier occurrence, the “Extension Deadline”). The last date on which , (2) be permitted to extend the Offer is beyond the Extension Deadline without the prior written consent of the Company or (3) be 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 extend the Offer End beyond the then-existing Expiration Date occur prior for more than three (3) consecutive additional periods not to November 24exceed an aggregate of thirty (30) business days, 2010)if, as of the applicable Expiration Date, all of the Offer Conditions are satisfied or have been waived other than the Minimum Condition and conditions which by their nature are to be satisfied at the expiration of the Offer.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnightone minute following 11:59 p.m., New York City timeEastern Time, on the later of (x) 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 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 is so extended. Notwithstanding anything to the contrary in this Agreement, but subject to the parties’ respective termination rights under Section 9.01: (determined using Rule 14d-1(g)(3i) under if, as of the Exchange Act) and (y) the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer scheduled Expiration Date”), provided, however, if at the Initial Offer Expiration DateTime, any Offer Condition (other than those Offer Conditions that by their terms are to be satisfied at the Offer Acceptance Time) is not satisfied or and has not been waived, Sub shallPurchaser may, in its discretion (and Parent shall cause Sub to, extend without 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 consent of the Offer, Company or any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub toother Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to five ten (510) business days Business Days per extension, to permit such Offer Condition to be satisfied (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 that, for the Company’s right to terminate this Agreement avoidance of doubt, the Offer may not be extended pursuant to Section 9.01(gthis clause (i) if all Offer Conditions have been satisfied or waived in accordance with the terms thereof. ‘‘Proxy Statement Clearance Date” means of this Agreement); (ii) Purchaser shall extend the date on which the SEC hasOffer from time to time for: (A) any period required by any Applicable Law, orally any interpretation 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 position of the preliminary Proxy Statement if SEC, the SEC 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 satisfied at the Offer Acceptance Time) is not satisfied and has not informed been waived, at the Company that it intends to review request of the Proxy Statement. In additionCompany, Sub Purchaser shall, and Parent shall cause Sub to, extend the Offer on one or more occasions for an additional period specified by Purchaser of up to ten (10) Business Days per extension, to permit such Offer Condition to be satisfied (it being understood that, for the minimum period required by any ruleavoidance of doubt, regulation, interpretation the Offer may not be extended pursuant to this clause (iii) if all Offer Conditions have been satisfied or position waived in accordance with the terms of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offerthis Agreement); provided, however, that Sub in no event shall not Purchaser: extend or be required to extend the Offer beyond the Outside Date and such extension shall be subject earlier to occur of (x) the right to terminate the Offer valid termination of this Agreement in accordance with Section 1.01(f). The last date on 9.01 and (y) the 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 Offer is required to be extended pursuant to this Section 1.01(d) is referred to Governmental Authority presiding over such Proceeding, as the “Offer End Date” (it being understood that under no circumstances shall the Offer End Date occur prior to November 24, 2010)case may be.

Expiration and Extension of the Offer. The initial expiration date of the Offer (the “Initial Expiration Date”) shall initially be scheduled to expire at midnight, one minute after 11:59 p.m. (New York City time, ) on the later of (xi) the 20th business day 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 (yii) the second business day following 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 being on which the Initial Expiration Date has been extended pursuant to, and in accordance with this Agreement, the “Initial Offer Expiration Date”), provided, however, if at . Subject to the Initial Offer Expiration Date, parties’ rights to terminate this Agreement pursuant to Article VIII and Merger Sub’s right to waive any Offer Condition is not satisfied or waived(other than the Minimum Tender Condition), Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for ten from time to time (10i) 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”) SEC or the staff thereof applicable to the Offer, and (ii) if, as of the then-scheduled Expiration Date, any Offer Condition shall not have been satisfied or waived, at the request of the Company, 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 (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) each (or such longer period as the parties hereto may agree) until such time as each such condition shall have been satisfied or waived; provided, however, that (1) in no event shall Merger Sub shall not be required to extend the Offer beyond the Outside Termination Date and such extension shall be subject to or the right to terminate valid termination of this Agreement in accordance with Article VIII, (2) 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 in order to determine whether the Offer Condition set forth in clause (c) of Exhibit A has been satisfied, and (4) Merger Sub shall extend the Offer if requested by the Company Board, or may extend the Offer at its election, in accordance with Section 1.01(f5.3 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 last date on which the Offer is required 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 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 Article VIII prior to November 24any scheduled expiration thereof, 2010Merger 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 initial expiration date of the Offer shall initially be scheduled to expire at midnight, 12:00 midnight (New York City time, ) on the later of twentieth (x20th) the 20th business day Business Day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3) under )). Subject to the Exchange Act) and (y) the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”), provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, 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 parties’ rights to terminate this Agreement pursuant to Section 9.01(g) in accordance with Article IX and Parent’s and Merger Sub’s right to waive any Offer Condition (other than the terms thereof. ‘‘Proxy Statement Clearance Date” means Minimum Tender Condition and 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 Majority of the preliminary Proxy Statement if the SEC has not informed the Company that it intends to review the Proxy Statement. In additionMinority Tender Condition), Parent and Merger Sub shall, and Parent shall cause Sub to, (i) 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”) SEC or the staff thereof applicable to the Offer, and (ii) if, on the initial expiration date or any subsequent date as of which the Offer is scheduled to expire, any Offer Condition shall not have been satisfied or waived, extend the Offer on one or more occasions in consecutive increments of up to five (5) Business Days each (or such longer period as the parties hereto may agree) until such time as each such condition shall have been satisfied or waived; provided, however, that (1) in no event shall Parent and Merger Sub shall not be required to extend the Offer beyond the Outside Date or the 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, Parent and Merger Sub shall in such extension shall situation be subject required to the right to terminate 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 in order to determine whether the 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 1.01(f7.02(c) for the number of Business Days provided therein, and (5) Parent and Merger Sub may extend the Offer 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 last Offer may not be terminated prior to its expiration date on which the Offer is required to (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 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 Article IX prior to November 24any scheduled expiration thereof, 2010Parent 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 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 (y) the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”), provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, . Sub shall, shall (and Parent shall cause 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 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 (d) of Annex I shall not have been satisfied or, to the extent waivable by Parent or 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 Sub (or such longer period as the Parties hereto may agree), until such time as such Offer Conditions are satisfied. 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 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 Sub, waived. Parent and Sub agree that, if on any then-scheduled expiration date of the Offer; provided, howeverbut subject to Parent’s right to terminate this Agreement pursuant to Section 9.01, that any of the Offer Conditions shall not have been satisfied or, to the extent waivable by Parent or Sub, waived, then to the extent requested in writing by the Company delivered to Parent no less than one (1) Business Day prior to such expiration date, 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 each, with the length of such period to be determined by Parent or 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), Sub shall not be required to extend the Offer beyond the Outside earliest to occur of (i) the valid termination of this Agreement in compliance with Section 9.01, (ii) three (3) Business Days after the Proxy Statement Clearance Date and such extension shall be subject to (iii) the right to terminate the Offer in accordance with Section 1.01(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 Outside Date” (it being understood that under no circumstances shall the Offer End Date occur prior to November 24, 2010).

Expiration and Extension of the Offer. The initial Offer shall initially be Expiration Time is scheduled to expire at midnightone minute following 11:59 pm (New York City time) on the 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) if 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 later of (x) day before the 20th business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the Exchange Act) and (y) the second business day following the No-Shop Period Start End Date (such later date being the “Initial Offer Expiration Date”), provided, however, if at the Initial Offer Expiration Date, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, 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 other date and time as the Parties 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 (5ii) 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 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, the Schedule 14D-9 or the Offer Documents; providedprovided that, howeverin each case, that Sub shall without the Company's written consent, Purchaser will not extend the Offer and, without Parent's prior written consent, Purchaser will not be required to extend the Offer Offer, in each case beyond the Outside earlier of the End Date or the valid termination of the Merger Agreement. As promptly as practicable following the consummation of the Offer, and such extension shall be 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 terminate 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 Section 1.01(f)applicable law or until their earlier death, resignation or removal in accordance with the organizational documents of the Surviving Corporation. The last date on which Merger Agreement provides the Offer is required to Merger will be extended pursuant to this effected under Section 1.01(d251(h) is referred to as of the “Offer End Date” (it being understood that under no circumstances shall DGCL and will be effected without a vote of the Offer End Date occur prior to November 24, 2010)Company stockholders.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnightone minute following 11:59 p.m., New York City timeEastern Time, on the later of (x) 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 (y) the second business day following the No-Shop Period Start Date Company (such later 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”). Subject to the Parties’ respective termination rights under Section 8: (i) if, provided, however, if at as of the Initial Offer scheduled Expiration Date, any Offer Condition is not satisfied or and has not been waived, Sub shalland if permitted hereunder and under any applicable Laws, Purchaser may, in its discretion (and Parent shall cause Sub to, extend without 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 consent of the Offer, Company or any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub toother Person), extend the Offer on one or more occasions, in consecutive increments for additional periods of up to five (5) ten business days per extension, to permit such Offer Condition to be satisfied; (or such longer period as the Parties may agreeii) 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 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 or its staff or Nasdaq or its staff, in increments each case, applicable to the Offer; and (B) periods of up to five (5) ten business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act or such longer period 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 of the Parties may agree) each until scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the Proxy Statement Clearance Date; it being understood that nothing contained herein shall limit or otherwise affect request of 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 Purchaser shall cause Sub to, extend the Offer on one or more occasions occasions, for the minimum period required by any ruleadditional periods of up to ten business days per extension, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offerpermit such Offer Condition to be satisfied; provided, however, that Sub in no event shall not Purchaser: (1) be required to extend the Offer beyond the Outside Date earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 8 and such extension shall (y) the End Date; (2) be subject permitted to the right to terminate extend the Offer in accordance with Section 1.01(f). The last date on which beyond the Extension Deadline without the prior written consent of the Company or (3) be required to extend the Offer is required 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 extended 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 (or any rescheduled Expiration Date) without the prior written consent of the Company, except in the event that this Agreement is terminated 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, 2010)8.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at midnight, midnight (New York City time, ) on the later of date (xthe “Initial Expiration Date”) the 20th business day following the commencement of the Offer that is twenty (determined using 20) Business Days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) and (y) after the second business day following commencement of the No-Shop Period Start Date (such later date being Offer. Notwithstanding the “Initial Offer Expiration Date”)foregoing, providedif, however, if at on the Initial Expiration Date or any subsequent date as of which the Offer Expiration Dateis scheduled to expire, any Offer Condition is not satisfied or waivedand has not been waived (to the extent waivable in accordance with the terms hereof), Sub shall, and Parent shall cause Sub to, 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 subject to 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(g10.1, 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 thereof. ‘‘Proxy Statement Clearance Date” means hereof), (i) Acquisition Sub shall, if and as requested by the date on which the SEC has, orally or Company in writing, confirmed that it has 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 further comments on later than the Proxy Statement, including Outside Date or (ii) Acquisition Sub may extend the first Offer and its expiration date following beyond the tenth calendar day following the filing Initial Expiration Date for one period of the preliminary Proxy Statement if the SEC has not informed the Company that it intends up to review the Proxy Statementten (10) Business Days. In addition, 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 as is necessary to ensure the Offer 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. Notwithstanding anything herein to the contrary, Acquisition Sub shall, and Parent shall cause Sub towithout the consent of the Company, extend the Offer on one or more occasions for the minimum 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”) or the staff thereof NYSE, in each case, applicable to the Offer; provided. 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, howeverAcquisition Sub may, that and the Offer Documents may reserve the right of Acquisition Sub shall not be required to to, extend the Offer beyond for a subsequent offering period (within the Outside Date meaning of Rule 14d-11 promulgated under the Exchange Act) in compliance with Rule 14d-11 promulgated under the Exchange Act and such extension shall be subject all other provisions of applicable securities laws immediately following the expiration of the Offer. Subject to the right terms and conditions set forth in this Agreement and the Offer, Parent shall cause Acquisition Sub to, and Acquisition Sub shall, accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to terminate the Offer as so extended by such 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 accordance any event in compliance with Section 1.01(f). The last date on which Rule 14e-1(c) promulgated under 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, 2010)Exchange Act.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at midnight, New York City time, on the later of date (xthe "Initial Expiration Date") the 20th business day following the commencement of the Offer that is no sooner than twenty (determined using 20) Business Days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) and (y) after the second business day following commencement of the No-Shop Period Start Date (such later date being Offer. Notwithstanding the “Initial Offer Expiration Date”)foregoing, providedif, however, if at on the Initial Expiration Date or any subsequent date as of which the Offer Expiration Dateis scheduled to expire, any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub to, 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 been waived (to November 24the extent waivable in accordance with the terms hereof), 2010, then either Parent or the Company may request, subject to Parent's 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 's right to terminate this Agreement pursuant to Section 9.01(g10.1, 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 accordance with consecutive increments of up to ten (10) Business Days each, ending no later than the terms thereofOutside Date (the length of each such period to be determined by Parent in its sole discretion subject to the foregoing conditions), to permit such Offer Condition to be satisfied. ‘‘Proxy Statement Clearance Date” means Notwithstanding anything herein to the date on which the SEC hascontrary, 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, Acquisition Sub shall, and Parent shall cause Sub towithout the consent of the Company, extend the Offer on one or more occasions for the minimum 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”) or the staff thereof Nasdaq, in each case, applicable to the Offer; provided, however, that if Acquisition Sub elects to increase the Offer Price it shall not be required to extend the Offer beyond the Outside Initial Expiration Date and or such extension shall be subject to the right to terminate the Offer in accordance with Section 1.01(f). The last other subsequent date on as of which the Offer is scheduled to expire for the minimum period required under the Securities Laws. If necessary to be extended obtain sufficient shares of Company Common Stock (without regard to shares of Company Common Stock issuable upon the exercise of the Top-Up or shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in 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" (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of up to ten (10) Business Days. Subject to the terms and conditions of this Section 1.01(dAgreement and the Offer, Acquisition Sub shall (and Parent shall cause Acquisition Sub to) is referred immediately accept for payment, and pay for, all shares of Company Common Stock that are validly tendered pursuant to as the “Offer End Date” (it being understood that under no circumstances shall the Offer End Date occur prior to November 24, 2010)during such "subsequent offering period".

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at midnight, New York City time, on the later of date (xthe “Initial Expiration Date”) the 20th business day following the commencement of the Offer that is twenty (determined using 20) Business Days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) and (y) after the second business day following commencement of the No-Shop Period Start Date (such later date being Offer. Notwithstanding the “Initial Offer Expiration Date”)foregoing, providedif, however, if at on the Initial Expiration Date or any subsequent date as of which the Offer Expiration Dateis scheduled to expire, any Offer Condition is not satisfied or waivedand has not been waived (to the extent waivable in accordance with the terms hereof), Sub shall, and Parent shall cause Sub to, 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 subject to 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(g10.1, 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 accordance with consecutive increments of up to ten (10) Business Days each, ending no later than the terms thereof. ‘‘Proxy Statement Clearance Date” means Outside Date to permit such Offer Condition to be satisfied; provided, however, if, on the Initial Expiration Date or any subsequent date on as of which the SEC hasOffer is scheduled to expire, orally 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, confirmed that it has no further comments on or (ii) Acquisition Sub may extend the Proxy Statement, including Offer and its expiration date beyond the first date following the tenth calendar day following the filing Initial Expiration Date for one period of the preliminary Proxy Statement if the SEC has not informed the Company that it intends up to review the Proxy Statementten (10) Business Days. In addition, Sub shallnotwithstanding 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 cause Sub to, extend the Offer on one and its expiration date to such date as is necessary to ensure the Offer does not expire until the date that is the earlier of (A) ten (10) Business Days from the date of such request, or more occasions for such shorter period as may be specified by the minimum 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. Notwithstanding anything herein to the contrary, Acquisition Sub shall 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”) or the staff thereof NYSE, in each case, applicable to the Offer; provided, however, that Sub shall not be required to extend the Offer beyond the Outside Date and such extension shall be subject to the right to terminate the Offer in accordance with Section 1.01(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, 2010).

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnightone minute following 11:59 p.m., New York City timeEastern Time, on the later of (x) 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 ActAct (unless otherwise agreed to in writing by Parent and the Company) and (y) the second business day following the No-Shop Period Start Date (such later 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”). Notwithstanding anything to the contrary contained in this Agreement, providedbut subject to the Parties’ respective termination rights under Section 8: (i) if, however, if at as of the Initial Offer scheduled Expiration Date, any Offer Condition is not satisfied or and has not been waived, Sub shallPurchaser may, in its discretion (and Parent shall cause Sub to, extend without 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 consent of the Offer, Company or any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub toother Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to five ten Business Days per extension, to permit such Offer Condition to be satisfied; (5ii) 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 Purchaser shall extend the Offer in increments from time to time for: (A) any period required by any Legal Requirement, any interpretation or position of the SEC, the staff thereof or NASDAQ applicable to the Offer; and (B) periods of up to five ten Business Days per extension, until any waiting period (5and any extension thereof) business days applicable to the consummation of the Offer under the HSR Act, if applicable, shall have expired or been terminated; (or such longer period iii) if, as of the Parties may agreescheduled Expiration Date, any Offer Condition (other than the Minimum Condition) each until is not satisfied and has not been waived, at the Proxy Statement Clearance Date; it being understood that nothing contained herein shall limit or otherwise affect request of 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 Purchaser shall cause Sub to, extend the Offer on one or more occasions for the minimum an additional period required by any ruleof up to ten Business Days per extension, regulationto permit such Offer Condition to be satisfied; and (iv) if, interpretation or position as of the Securities and Exchange Commission scheduled Expiration Date, the Minimum Condition is not satisfied but all other Offer Conditions (other than the “SEC”Offer Condition set forth in clause (e) of Annex I) have been satisfied or waived, at the staff thereof applicable written request of the Company, Purchaser shall extend the Offer on up to two occasions for an additional period of up to ten Business Days per such extension, to permit the OfferMinimum Condition to be satisfied; provided, however, that Sub in no event shall not Purchaser: (1) be required to extend the Offer beyond the Outside Date earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 8 and such extension (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 shall be subject to the right to not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in accordance with Section 1.01(f). The last date on which the Offer event that this Agreement is required to be extended terminated 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, 2010)8.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnightone (1) minute following 11:59 p.m., New York City timeEastern Time, on the later of (x) date that is 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 (y) the second business day following the No-Shop Period Start Date Company (such later 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”). Subject to the Parties’ respective termination rights under Section 9: (i) if, provided, however, if at as of the Initial Offer scheduled Expiration Date, any Offer Condition is not satisfied or and has not been waived, Sub shallPurchaser may, in its discretion (and Parent shall cause Sub to, extend without 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 consent of the Offer, Company or any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub toother Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to five ten (510) business days Business Days per extension, to permit such Offer Condition to be satisfied; (or such longer period as the Parties may agreeii) 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 Purchaser shall extend the Offer (A) for the minimum period required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; and (B) on one or more occasions if, as of the scheduled Expiration Date, the Offer Condition set forth in increments clause (e) of Annex I is not satisfied, for an additional period of up to five ten (510) business days Business Days per extension to permit such Offer Condition to be satisfied; and (or such longer period iii) if, as of the Parties may agree) each until scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the Proxy Statement Clearance Date; it being understood that nothing contained herein shall limit or otherwise affect request of 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 Purchaser shall cause Sub to, extend the Offer on one or more occasions for an additional period specified by the minimum Company of up to ten (10) Business Days per extension (or such other period required by any ruleas the Parties may agree), regulation, interpretation to permit such Offer Condition or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable Offer Conditions to the Offerbe satisfied; provided, however, however that Sub in no event shall not Purchaser (1) be required to extend the Offer beyond the Outside Date earliest to occur of (the “Extension Deadline”) (x) the valid termination of this Agreement in compliance with Section 9 and such extension shall (y) the first Business Day immediately following the End Date, or (2) be subject permitted to the right to terminate 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 1.01(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, 2010)9.

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnight, 11:59 p.m. (New York City time, ) on the later of twentieth (x20th) the 20th business day Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) promulgated under the Exchange Act) and (y) the second business day following the No-Shop Period Start Date (such later date being the “Initial Offer Expiration Date”). Notwithstanding anything to the contrary set forth in this Agreement, providedif, however, if at any then-scheduled expiration of the Offer (including the Initial Offer Expiration Date), (i) any Offer Condition is shall not have been satisfied or waived, then Merger Sub may and, if requested by the Company, Merger Sub shall, and Parent shall cause Sub to, 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 Merger Sub to, extend the Offer on one or more occasions, in consecutive increments of up to five (5) business days Business Days (or such longer period as the Parties parties hereto may agree), in each case, in compliance with Rule 14e-1(d) eachpromulgated under the Exchange Act; provided, however, if that the Proxy Statement Clearance Date maximum number of days that the Offer may be extended pursuant to this clause (i) in circumstances where all of the conditions to the Offer are satisfied other than the Minimum Tender Condition shall be twenty (20) Business Days; (ii) the Marketing Period has occurred on or prior to November 24, 2010not 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 such extension shall be required after November 24, 2010; provided, further, however, if the Proxy Statement Clearance Date has not occurred on or less than two (2) Business Days’ prior notice to November 24, 2010, then either Parent or the Company may request, and upon such request, Sub shall extend (B) the first (1st) Business Day after the final day of the Marketing Period; or (iii) the Offer in increments of up is required 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 be extended by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “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 no event shall Merger Sub shall not be required to extend the Offer pursuant to the foregoing clauses (i), (ii) or (iii) beyond the Outside Termination Date and such extension shall be subject to (the right to terminate the Offer in accordance with Section 1.01(f). The last date on which the Offer finally expires (taking into account any extensions that may be elected or required pursuant to 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 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 to be extended pursuant to this Section 1.01(d1.1(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 End DateTermination,” (it being understood that under no circumstances shall and the date on which the Offer End Date occur prior Termination occurs is referred to November 24in this Agreement as the “Offer Termination Date.” If the Offer is terminated or withdrawn by Merger Sub, 2010)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 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 respect to the Offer shall continue in full force and effect, including those obligations with respect to the Merger.

Expiration and Extension of the Offer. The Unless extended as provided in this Agreement, the Offer shall initially be scheduled to expire at midnight, New York City time, on the later of date (xthe “Initial Expiration Date”) the 20th business day following the commencement of the Offer that is twenty (determined using 20) Business Days (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) and (y) after the second business day following commencement of the No-Shop Period Start Date (such later date being Offer. Notwithstanding the “Initial Offer Expiration Date”)foregoing, providedif, however, if at on the Initial Expiration Date or any subsequent date as of which the Offer Expiration Dateis 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 waivedAcquisition Sub, Acquisition Sub shall, and Parent shall cause Sub to, 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 subject to 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(g10.1, 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 thereof. ‘‘Proxy Statement Clearance Date” means the date on which the SEC hashereof), 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, Acquisition Sub shall, and Parent shall cause Sub tosubject to Parent’s right to terminate this Agreement pursuant to Section 10.1, if requested by the Company in writing, extend the Offer on and its expiration date beyond any then scheduled expiration date for one or more occasions 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) the total, 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 funds to the account of the depositary for the minimum Offer 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. Notwithstanding anything herein to the contrary, Acquisition Sub 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 the its staff thereof or any rule or regulation of Nasdaq, in each case, applicable to the Offer; provided, however, that Sub shall not be required to extend the Offer beyond the Outside Date and such extension shall be subject to the right to terminate the Offer in accordance with Section 1.01(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, 2010).

Expiration and Extension of the Offer. The Offer shall initially be scheduled to expire at midnightone (1) minute following 11:59 p.m., New York City timeEastern Time, on the later of date that is the twentieth (x20th) 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 (y) the second business day following the No-Shop Period Start Date Company (such later 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”). Subject to the Parties’ respective termination rights under Article 9: (i) if, provided, however, if at as of the Initial Offer scheduled Expiration Date, any Offer Condition is not satisfied or and has not been waived, Sub shallPurchaser may, in its discretion (and Parent shall cause Sub to, extend without 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 consent of the Offer, Company or any Offer Condition is not satisfied or waived, Sub shall, and Parent shall cause Sub toother Person), extend the Offer on one or more occasions, in consecutive increments for an additional period of up to five ten (510) business days Business Days per extension, to permit such Offer Condition to be satisfied; (or such longer period as the Parties may agreeii) 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 Purchaser shall extend the Offer in increments from time to time for (A) any period required by any Law, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer or Merger and (B) periods of up to five ten (510) business days Business Days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act shall have expired or such longer period been terminated; and (iii) if, as of the Parties may agree) each until scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the Proxy Statement Clearance Date; it being understood that nothing contained herein shall limit or otherwise affect request of 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 Purchaser shall cause Sub to, extend the Offer on one or more occasions for an additional period specified by the minimum period required by any ruleCompany of up to ten (10) Business Days per extension, regulation, interpretation to permit such Offer Condition or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable Offer Conditions to the Offerbe satisfied; provided, however, that Sub in no event shall not Purchaser (1) be required to extend the Offer beyond the Outside earlier to occur of (the “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 and such extension shall or (2) be subject permitted to the right to terminate 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 1.01(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, 2010)Article 9.