Further Agreements of Parent and Merger Sub. (a) Parent and Merger Sub hereby agree that, in the event that Merger Sub purchases the Subject Shares pursuant to the Option, as promptly as practicable thereafter, Merger Sub will, and Parent will cause Merger Sub to, make a tender offer for the remaining Shares to the stockholders of the Company (the consummation of which shall be subject only to the condition that no court, arbitrator or governmental body, agency or official shall have issued any order, decree or ruling and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the consummation of such tender offer) pursuant to which the stockholders of the Company (other than the Company, any direct or indirect subsidiary of the Company or Parent or Merger Sub) will receive an amount of cash consideration per Share equal to $15.00, and will take such actions as may be necessary or appropriate in order to effectuate such tender offer at the earliest practicable time.
Further Agreements of Parent and Merger Sub. (a) Follow-Up Offer. Parent and Merger Sub hereby agree that, in the event that Merger Sub purchases the Subject Shares pursuant to the Option, as promptly as practicable thereafter, Merger Sub will, and Parent will cause Merger Sub to, make a tender and exchange offer for the remaining Shares to the stockholders of the Company pursuant to which the stockholders of the Company (other than the Company, any direct or indirect subsidiary of the Company or Parent or Merger Sub) would be entitled to receive either, at the election of each such stockholder, (x) not less than $7.00 per Share in cash or (y) not less than 0.40 Subordinate Shares per Share.
