Common use of Going Private Transactions Clause in Contracts

Going Private Transactions. In the event the Company, StarNet/CEA, any of its partners or Affiliates who have agreed to the terms of this Agreement or a third party proposes (i) to make a tender offer for less than all shares of the Company's common stock or (ii) to initiate any other transaction or series of transactions or action, such tender offer, transaction or action shall be referred to as the "Going Private Transaction." (For purposes of this agreement a merger reorganization consolidation or share exchange between the Company or its shareholders and a company resulting in ownership by the Company's shareholders of publicly traaded shares shall not be treated as or deemed a "Going Private Transaction.") If after any such Going Private Transaction the Company's shares of common stock would not be listed or otherwise registered with the Securities and Exchange Commission, any stock exchange or Nasdaq (Nasdaq/NMS; Nasdaq; the Nasdaq bulletin board or the pink sheets) and as a result the use of Rule 144 under the 1933 Act would not be available for the sale of their respective securities by VLW Corp. or the Affiliated Stockholder, then StarNet/CEA will not vote its shares of Company common stock or, to the extent StarNet/CEA can control the decision through its representatives on the Board of Directors, permit the Company or such parties to approve and to close such parties to approve and to close such a Going Private Transaction unless: StarNet/CEA or CEA II, Ltd. shall first, at its option, make an offer or cause a third party to make an offer to VLW to purchase ("Going Private Option Purchase") all of the then issued and outstanding VLW Voting Shares then subject to this proxy at a purchase price equal to the lower of: (i) the following prices during the three periods indicated: (A) $2.00 per share if the purchase and sale is closed on or before December 31, 1994; (B) $2.50 per share if the purchase and sale is closed in 1995; (C) $3.00 per share if the purchase and sale is closed in 1996, 1997 or 1998; or (ii) the price per share offered and paid to shareholders who sell their shares in the Going Private Transaction.

Going Private Transactions. In Prior to the event seventh anniversary of the Companydate hereof, StarNet/CEAwithout the prior written consent of the Board, no Significant Stockholder (so long as it is a Significant Stockholder) will, or will permit any other member of its partners Restricted Group to, make any public announcement with respect to, or Affiliates who have agreed to the terms submit a proposal for, or offer in respect of this Agreement (with or a third party proposes (iwithout conditions) to make a tender offer for less than all shares of the Company's common stock or (ii) to initiate any other transaction or series of transactions that would constitute or action, such tender offer, transaction or action shall be referred to as the "Going result in a Going-Private Transaction." , unless such Going-Private Transaction: (For purposes a) which is not a tender or exchange offer made by any member of this agreement a merger reorganization consolidation or share exchange between such Significant Stockholder’s Restricted Group, is (i) approved by the Board and determined by the Board to be fair to the stockholders of the Company or its shareholders and a company resulting who are not members of such Significant Stockholder’s Restricted Group, in ownership by the Company's shareholders of publicly traaded shares shall not be treated as or deemed a "Going Private Transaction.") If after any such Going Private Transaction the Company's shares of common stock would not be listed or otherwise registered each case with the Securities and Exchange Commission, any stock exchange or Nasdaq (Nasdaq/NMS; Nasdaq; the Nasdaq bulletin board or the pink sheets) and as approval of a result the use of Rule 144 under the 1933 Act would not be available for the sale of their respective securities by VLW Corp. or the Affiliated Stockholder, then StarNet/CEA will not vote its shares of Company common stock or, to the extent StarNet/CEA can control the decision through its representatives on the Board of Directors, permit the Company or such parties to approve and to close such parties to approve and to close such a Going Private Transaction unless: StarNet/CEA or CEA II, Ltd. shall first, at its option, make an offer or cause a third party to make an offer to VLW to purchase ("Going Private Option Purchase") all majority of the then issued disinterested members of the Board, and (ii) approved by a majority of the outstanding VLW Voting Shares then subject to this proxy at Securities not beneficially owned by members of such Significant Stockholder’s Restricted Group; or (b) which is a purchase price equal to the lower of: tender or exchange offer made by a member of such Significant Stockholder’s Restricted Group and is contingent upon (i) the following prices during acquisition of a majority of the three periods indicated: (A) $2.00 outstanding Shares not beneficially owned by members of such Significant Stockholder’s Restricted Group, and accompanied by an undertaking that such member of such Significant Stockholder’s Restricted Group shall acquire all of the Shares, if any, that remain outstanding after the completion of such tender or exchange offer in a merger at the same price per share if the purchase paid in such tender or exchange offer and sale is closed on or before December 31, 1994; (B) $2.50 per share if the purchase and sale is closed in 1995; (C) $3.00 per share if the purchase and sale is closed in 1996, 1997 or 1998; or (ii) the price per share offered disinterested members of the Board, being authorized on behalf of the full Board to take and paid disclose a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to shareholders who sell such tender or exchange offer, not recommending that holders of Shares refrain from tendering their shares Shares in the Going Private Transactionsuch tender or exchange offer.