Common use of MITE Corp Clause in Contracts

MITE Corp. the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court in Florida held in Grand Metropolitan PLC x. Xxxxxxxxxxx, that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. If any government official or third party should seek to apply any state takeover law to the Offer or any merger or other business combination between us or any of our affiliates and Hertz, we will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event it is asserted that one or more state takeover statutes is applicable to the Offer or any such merger or other business combination and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or any such merger or other business combination, we might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we might be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or any such merger or other business combination. In such case, we may not be obligated to accept for payment or pay for any tendered Shares. See “The Offer — Conditions of the Offer.” Antitrust. Under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares pursuant to the Offer is not subject to such requirements because the Purchaser currently owns in excess of 50% of Hertz’s issued and outstanding voting common stock. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as our acquisition of Shares pursuant to the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of Ford’s or Xxxxx’x substantial assets. Private parties (including individual states) may also bring legal actions under the antitrust laws. We do not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The Offer — Conditions of the Offer” for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions.

MITE Corp. the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror acquirer from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other thingsmatters, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court U.S. federal district court in Florida held in Grand Metropolitan PLC x. Xxxxxxxxxxx, Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. We are not aware of any other state takeover laws or regulations that are applicable to the Offer or the Merger and have not attempted to comply with any other state takeover laws or regulations. If any government official official, Miramar or third party should seek seeks to apply any state takeover law (other than Section 203 of the DGCL) to the Offer or any merger or other business combination between us or any of our affiliates and Hertzthe Merger, we will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event If it is asserted that one or more state takeover statutes is applicable to the Offer or any such merger or other business combination the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or any such merger or other business combinationthe Merger, we might may be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we might may be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or any such merger or other business combinationthe Merger. In such case, we may not be obligated to accept for payment or pay for any tendered Shares. See Section 15 — “The Offer — Conditions of the Offer.” AntitrustAppraisal Rights No appraisal rights are available to the holders of Shares in connection with the Offer. Under If the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Merger is consummated, appraisal rights will be available in connection with the Merger as further described below, but, although the availability of 1976appraisal rights depends on the Merger being consummated, stockholders who wish to exercise such appraisal rights must do so no later than the time of the consummation of the Offer, even though the Merger will not have been consummated as of such time. If the Merger is consummated, the holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer; (ii) demand appraisal in accordance with the procedures set forth in Section 262 of the DGCL; and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, as determined by such court. The “fair value” of any Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division market value of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfiedsuch Shares. The purchase Holders of Shares pursuant should recognize that the value so determined could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price). Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Shares is less than such amount. For the avoidance of doubt, Xxxxxxx, Parent and Xxxxxxxxx have acknowledged and agreed in the Merger Agreement that any impact on the value of the Shares as a result of the issuance of the Top-Up Shares will not subject be taken into account in the determination of the fair value pursuant to Section 262 of the DGCL. Under Section 262 of the DGCL, where a merger is approved under Section 253, either a constituent corporation before the effective date of the merger, or the surviving corporation within ten (10) days thereafter, shall notify each of the holders of any class or series of stock of such requirements because constituent corporation who are entitled to appraisal rights of the Purchaser currently owns approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in excess such notice a copy of 50% Section 262 of Hertz’s issued and outstanding voting common stockthe DGCL. The Antitrust Division Schedule 14D-9 will constitute the formal notice of appraisal rights under Section 262 of the DGCL. As will be described more fully in the Schedule 14D-9, if a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following: • within the later of the consummation of the Offer and 20 days after the FTC frequently scrutinize mailing of the legality Schedule 14D-9, deliver to Miramar a written demand for appraisal of Shares held, which demand must reasonably inform Xxxxxxx of the identity of the stockholder and that the stockholder is demanding appraisal; • not tender their Shares in the Offer; and • continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Effective Time. The foregoing summary of the appraisal rights of stockholders under the antitrust laws DGCL does not purport to be a complete statement of transactions such the procedures to be followed by stockholders desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict and timely adherence to the applicable provisions of the DGCL. A copy of Section 262 of the DGCL will be included as our acquisition of Xxxxx XXX to the Schedule 14D-9. The information provided above is for informational purposes only with respect to your alternatives if the Merger is consummated. If you tender your Shares pursuant to the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interestyou will not be entitled to exercise appraisal rights with respect to your Shares but, including seeking to enjoin the purchase of Shares pursuant instead, subject to the Offer or seeking divestiture Conditions, you will receive the Offer Price for your Shares. Short-Form Merger The DGCL provides that if a parent company owns at least 90% of each class of issued and outstanding stock of a subsidiary, the parent company can effect a short-form merger with that subsidiary without the action of the Shares other stockholders of the subsidiary. Accordingly, if, as a result of the Offer, the Top-Up or otherwise, Purchaser and Parent directly or indirectly own at least 90% of the issued and outstanding Shares, Parent and Purchaser intend to effect the Merger without prior notice to, or any action by, any other stockholder of Miramar if permitted to do so acquired or divestiture of Ford’s or Xxxxx’x substantial assets. Private parties (including individual states) may also bring legal actions under the antitrust lawsDGCL (the “Short-Form Merger”). We do not believe that Pursuant to the Merger Agreement, following exercise and consummation of the Offer will result in a violation of any applicable antitrust laws. HoweverTop-Up, there can be no assurance that a challenge Parent is required to cause the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The Offer — Conditions closing of the Offer” for certain conditions Merger to occur as soon as possible after the Offerexercise of the Top-Up, including conditions with respect to litigation and certain governmental actionswhich would require a Short-Form Merger.

MITE Corp. the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court U.S. federal district court in Florida held in Grand Metropolitan PLC x. Xxxxxxxxxxx, Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. If The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of stockholders in the state and were incorporated there. The Company, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. Purchaser and Parent do not know whether any government official of these laws will, by their terms, apply to the Offer or third party should the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law to the Offer or any merger or other business combination between us or any of our affiliates law, Purchaser and Hertz, we Parent will take such action as then appears desirable, which action may include challenging the validity or applicability or validity of any such statute in appropriate court proceedings. In the event it is asserted any person asserts that one or more the takeover laws of any state takeover statutes is are applicable to the Offer or any such merger or other business combination the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or any such merger or other business combinationthe Merger, we might Purchaser and Parent may be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Sharesauthorities. In addition, and we might if enjoined, Purchaser may be unable to accept for payment or pay for any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or any such merger or other business combinationand the Merger. In such case, we Purchaser may not be obligated to accept for payment or pay for any Shares tendered Sharesin the Offer. See “The Offer — Section 15—"Certain Conditions of the Offer.” Antitrust. Under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares pursuant to the Offer is not subject to such requirements because the Purchaser currently owns in excess of 50% of Hertz’s issued and outstanding voting common stock. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as our acquisition of Shares pursuant to the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of Ford’s or Xxxxx’x substantial assets. Private parties (including individual states) may also bring legal actions under the antitrust laws. We do not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The Offer — Conditions of the Offer” for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions."

MITE Corp. the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that 40 Table of Contents the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporatedincorporated in, and has a substantial number of stockholdersstockholders in, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988Neither Parent nor Purchaser has determined whether any other state takeover laws or regulations will by their terms apply to the Offer or the Merger, a Federal District Court and, except as set forth above, neither Parent nor the Purchaser have attempted to comply with any state takeover laws or regulations in Florida held in Grand Metropolitan PLC x. Xxxxxxxxxxx, that connection with the provisions of Offer or the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of FloridaMerger. If any government official or third party should seek to apply any state takeover law or regulation to the Offer or any merger the Merger or other business combination between us the Purchaser or any of our its affiliates and Hertzthe Company, we the Purchaser will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedingsproceedings and nothing in this Offer to Purchase or any action taken in connection with the Offer is intended as a waiver of such right. In the event it is asserted that one or more state takeover statutes is applicable to the Offer or any such merger or other business combination the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or any such merger or other business combinationthe Merger, we the Purchaser might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we the Purchaser might be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or any such merger or other business combinationthe Merger. In such case, we the Purchaser may not be obligated to accept for payment or pay for any tendered SharesShares tendered. See Section 15 of this Offer to Purchase entitled “The Offer — Certain Conditions of the Offer.” Antitrust. Under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares pursuant to the Offer is not subject to such requirements because the Purchaser currently owns in excess of 50% of Hertz’s issued and outstanding voting common stock. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as our acquisition of Shares pursuant to the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of Ford’s or Xxxxx’x substantial assets. Private parties (including individual states) may also bring legal actions under the antitrust laws. We do not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The Offer — Conditions of the Offer” for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions.

MITE Corp. the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court U.S. federal district court in Florida held in Grand Metropolitan PLC x. Xxxxxxxxxxx, Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. If any government official or third party should seek seeks to apply any state takeover law to the Offer or any merger or other business combination between us or any of our affiliates and HertzGFI, we will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event If it is asserted that one or more state takeover statutes is applicable to the Offer or any such merger or other business combination and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or any such merger or other business combination, we might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we might may be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or any such merger or other business combination. In such case, we may not be obligated to accept for payment or pay for any tendered Shares. See “The Offer — Offer—Section 14—Conditions of the Offer.” ”. Antitrust. Under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, and the rules that have been promulgated thereunder by the Federal Trade Commission (“the FTC”), certain acquisition transactions may not be consummated unless certain information has Table of Contents been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. Pursuant to the requirements of the HSR Act, BGC originally filed a Notification and Report Form with respect to the Offer with the Antitrust Division and the FTC on September 15, 2014. The original Notification and Report Form was withdrawn on September 30, 2014 and resubmitted on October 2, 2014. On October 17, 2014, the FTC granted early termination of the waiting period applicable to the purchase of Shares pursuant to the Offer is not subject to such requirements because under the Purchaser currently owns in excess of 50% of Hertz’s issued and outstanding voting common stockHSR Act. The Antitrust Division and the FTC frequently could scrutinize the legality under the antitrust laws of transactions such as our acquisition of Shares pursuant to the Offer. At Offer at any time before or after the consummation of any such transactions, the Antitrust Division or the FTC and they could take such action under the antitrust laws as it deems they deem necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of Fordour or GFI’s or Xxxxx’x substantial assets. Private parties (including and individual states) states may also bring legal actions under the antitrust laws. We do not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there There can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The Offer — Offer—Section 14—Conditions of the Offer” for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions. The consummation of the Offer may also be subject to antitrust filings in other countries in addition to the United States. We believe that any required approvals or clearances will be obtained, but there can be no assurance that all such approvals or clearances will be obtained.

MITE Corp. the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from obtaining voting rights in shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court U.S. federal district court in Florida held in Grand Metropolitan PLC x. Xxxxxxxxxxx, Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. If any government official or third party should seek seeks to apply any state takeover law to the Offer or any merger or other business combination between us or any of our affiliates and HertzJOSB, we will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event If it is asserted that one or more state takeover statutes is are applicable to the Offer or any such merger or other business combination and an appropriate court does not determine that it is they are inapplicable or invalid as applied to the Offer or any such merger or other business combination, we might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we might may be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or any such merger or other business combination. In such case, we may not be obligated to accept for payment or pay for any tendered Shares. See “"The Offer — Offer—Section 14—Conditions of the Offer.” " Antitrust. Under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, and the rules that have been promulgated thereunder by the Federal Trade Commission (“the "FTC”"), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “"Antitrust Division”") and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares pursuant to the Offer is not subject to such requirements. Pursuant to the requirements because of the Purchaser currently owns in excess of 50% of Hertz’s issued HSR Act, we plan to file a Notification and outstanding voting common stock. The Report Form with respect to the Offer with the Antitrust Division and the FTC frequently scrutinize as soon as reasonably practicable after the legality under date hereof. The waiting period applicable to the antitrust laws of transactions such as our acquisition purchase of Shares pursuant to the Offer will expire at 11:59 p.m., New York City time, fifteen (15) days following such filing, unless such 15th day is a Saturday, Sunday or other legal public holiday, in which case the waiting period will expire at 11:59 p.m., New York City time, on the next regular business day. However, before such time, the Antitrust Division or the FTC may extend the waiting period by requesting additional information or documentary material relevant to the Offer from us. If such a request is made, the waiting period will be extended until 11:59 p.m., New York City time, ten (10) days after our substantial compliance with such request. Thereafter, such waiting period can be extended or the Offer enjoined only by court order. We will also comply with any antitrust clearance filing requirements imposed in foreign jurisdictions. Shares will not be accepted for payment or paid for pursuant to the Offer until the expiration or earlier termination of the applicable waiting periods under the HSR Act or foreign law. See "The Offer—Section 14—Conditions of the Offer." Subject to certain circumstances described in "The Offer—Section 14—Conditions of the Offer," any extension of the waiting period will not give rise to any withdrawal rights not otherwise provided for by applicable law. If our acquisition of Shares is delayed pursuant to a request by the Antitrust Division or the FTC for additional information or documentary material pursuant to the HSR Act, or by any other antitrust regulator, the Offer may, but need not, be extended. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of Ford’s our or Xxxxx’x JOSB's substantial assets. Private parties (including and individual states) states may also bring legal actions action under the antitrust laws. We do not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there There can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “"The Offer — Offer—Section 14—Conditions of the Offer” " for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions. Shares will not be accepted for payment or paid for pursuant to the Offer if, before or after the expiration of the applicable waiting period under the HSR Act, the Antitrust Division, the FTC, a state, or a private party has commenced or threatens to commence an action or proceeding against the Offer or Proposed Merger as a result of which any of the conditions described in "The Offer—Section 14—Conditions of the Offer" would not be satisfied. If the Antitrust Division, the FTC, a state or a private party raises antitrust concerns in connection with the Offer, MW and the Purchaser, at their discretion, may engage in negotiations with the relevant governmental agency or party concerning possible means of addressing these issues and may delay consummation of the Offer or the Proposed Merger while such discussions are ongoing.

MITE Corp. the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror acquirer from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply applied to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. v. XxXxxxxxxx, a Federal District Court U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court U.S. federal district court in Florida held in Grand Metropolitan PLC x. Xxxxxxxxxxx, v. Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. If any government official or third party should seek seeks to apply any state takeover law to the Offer or any merger or other business combination between us or any of our affiliates and HertzMxxxx, we will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. In the event If it is asserted that one or more state takeover statutes is applicable to the Offer or any such merger or other business combination and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or any such merger or other business combination, we might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Shares, and we might may be unable to accept for payment or pay for Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or any such merger or other business combination. In such case, we may not be obligated to accept for payment or pay for any tendered Shares. See “The Offer — Conditions of the OfferSection 14.” Antitrust. Under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares pursuant to the Offer is not subject to such requirements because the Purchaser currently owns in excess of 50% of Hertz’s issued and outstanding voting common stock. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as our acquisition of Shares pursuant to the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of Ford’s or Xxxxx’x substantial assets. Private parties (including individual states) may also bring legal actions under the antitrust laws. We do not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The Offer — Conditions of the Offer” for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions.

MITE Corp. the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute which, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987 1987, in CTS Corp. v. Dynamics Corp. of America, the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated, and has a substantial number of stockholders, in the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp., a Federal District Court U.S. federal district court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply applied to corporations Table of Contents incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. x. XxXxxxxxxx, a Federal District Court U.S. federal district court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit. In December 1988, a Federal District Court U.S. federal district court in Florida held in Grand Metropolitan PLC x. Xxxxxxxxxxx, Xxxxxxxxxxx that the provisions of the Florida Affiliated Transactions Act and the Florida Control Share Acquisition Act were unconstitutional as applied to corporations incorporated outside of Florida. If The state law before the Supreme Court was by its terms applicable only to corporations that had a substantial number of stockholders in the state and were incorporated there. Cerner, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any government official of these laws will, by their terms, apply to the Offer or third party should the Merger and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law to the Offer or any merger or other business combination between us or any of our affiliates and Hertzlaw, we will take such action as then appears desirable, which action may include challenging the validity or applicability or validity of any such statute in appropriate court proceedings. In the event it is asserted any person asserts that one or more the takeover laws of any state takeover statutes is are applicable to the Offer or any such merger or other business combination the Merger, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or any such merger or other business combinationthe Merger, we might may be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of Sharesauthorities. In addition, and if enjoined, we might may be unable to accept for payment or pay for any Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or any such merger or other business combinationand the Merger. In such case, we may not be obligated to accept for payment or pay for any Shares tendered Sharesin the Offer. See Section 15 – “The Offer — Conditions of the Offer.” Antitrust. Under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares pursuant to the Offer is not subject to such requirements because the Purchaser currently owns in excess of 50% of Hertz’s issued and outstanding voting common stock. The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as our acquisition of Shares pursuant to the Offer. At any time before or after the consummation of any such transactions, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of Shares pursuant to the Offer or seeking divestiture of the Shares so acquired or divestiture of Ford’s or Xxxxx’x substantial assets. Private parties (including individual states) may also bring legal actions under the antitrust laws. We do not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made, or if such a challenge is made, what the result will be. See “The Offer — Conditions of the Offer” for certain conditions to the Offer, including conditions with respect to litigation and certain governmental actions.