Common use of Stock Quotation Clause in Contracts

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued inclusion in the New York Stock Exchange. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continued inclusion in the New York Stock Exchange, the market for the Shares could be adversely affected. According to the New York Stock Exchange's published guidelines, the Shares would not meet the criteria for continued inclusion on the New York Stock Exchange if the Company meets none of the following three standards: (i) among other things, a minimum of 2,000 holders of round lots; (ii) among other things, a minimum of 2,200 total stockholders with an average monthly trading volume of 100,000 Shares during the most recent six months; or (iii) among other things, a minimum of 500 total stockholders with an average monthly trading volume of 100,000,000 Shares during the most recent twelve months, a total of 1,100,000 publicly held Shares, and an aggregate market value of the publicly held Shares of at least $100 million. EXCHANGE ACT REGISTRATION The Shares are currently registered under Section 12(g) of the Exchange Act. Registration of the Shares under the Exchange Act may be terminated upon application of the Company to the Commission if the Shares are not listed on a national securities exchange and held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the Commission and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders' meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions. Furthermore, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company to dispose of such securities pursuant to Rule 144 or 144A promulgated under the Securities Act, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be "margin securities" or be eligible for inclusion on the New York Stock Exchange. Parent and Purchaser currently intend to seek to cause the Company to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met. MARGIN REGULATIONS The Shares are currently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that, following the Offer, the Shares would no longer constitute "margin securities" for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers. In any event, the Shares will cease to be "margin securities" if registration of the Shares under the Exchange Act is terminated. INCREASED INTEREST IN NET BOOK VALUE AND NET EARNINGS OF THE COMPANY If the Offer is consummated, the direct and indirect interest of Parent in the Company's net book value and net earnings will increase in proportion to the number of Shares acquired in the Offer. Following consummation of the Merger, Xxxxxx's direct and indirect interest in such items will increase to 100%, and the Company will be an indirect, wholly owned subsidiary of Parent. Accordingly, Parent and its subsidiaries will be entitled to all benefits resulting from that interest, including all income generated by the Company's operations, and any future increase in the Company's value and the right to elect all members of the Company Board. Similarly, Parent will also bear the risk of losses generated by the Company's operations and any decrease in the value of the Company after the Merger. Furthermore, after the Merger, pre-Merger stockholders (other than Bass America) will not have the opportunity to participate directly in the earnings and growth of the Company and will not face the risk of losses generated by the Company's operations or decline in the value of the Company. If all of the outstanding Shares are purchased pursuant to the Offer, Xxxxxx's beneficial interest in the net book value (stockholders' equity) at September 30, 1999 and net income of the Company for the nine months ended September 30, 1999, as reflected in the September 30, 1999 Company 10-Q, would increase to 100% or $43.0 million and $7.5 million, respectively. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provision of the Offer, Parent and Purchaser shall not be required to accept for payment or pay for any Shares, and may terminate the Offer, if:

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued inclusion in on the New York Stock ExchangeNasdaq National Market. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continued inclusion in the New York Stock ExchangeNasdaq National Market, the market for the Shares could be adversely affected. According to the New York Stock ExchangeNasdaq National Market's published guidelines, the Shares would not meet the criteria be eligible for continued inclusion on the New York Stock Exchange if the Company meets none of the following three standards: (i) listing if, among other things, a minimum the number of 2,000 Shares publicly held fall below 750,000, the number of beneficial holders of Shares falls below 400 (round lots; (iilot holders) or the aggregate market value of such publicly-held Shares does not exceed $5 million. If the Shares were no longer eligible for inclusion in the Nasdaq National Market, they might nevertheless continue to be included in the Nasdaq's SmallCap Market unless, among other things, a minimum of 2,200 total stockholders with an average monthly trading volume of 100,000 Shares during the most recent six months; "public float" is less than 500,000 shares or there are fewer than 300 shareholders (iiiround lot holders) among other thingsin total, a minimum of 500 total stockholders with an average monthly trading volume of 100,000,000 Shares during or the most recent twelve months, a total of 1,100,000 publicly held Shares, and an aggregate market value of the publicly held Shares of at least public float is less than $100 1 million. EXCHANGE ACT REGISTRATION Exchange Act Registration The Shares are currently registered under Section 12(g) the Exchange Act. The purchase of the Shares pursuant to the Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares under the Exchange Act may be terminated upon application of by the Company to the Commission if the Shares are not listed on a "national securities exchange exchange" and held by there are fewer than 300 or more record holders of recordShares. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders shareholders and to the Commission and would make certain provisions of the Exchange Act no longer applicable to the CompanyAct, such as the short-swing profit recovery provisions of Section 16(b) of and the Exchange Act, the requirement requirements of furnishing a proxy statement in connection with shareholders' meetings pursuant to Section 14(a) of ), no longer applicable to the Company. If the Shares are no longer registered under the Exchange Act in connection with stockholders' meetings and the related requirement of furnishing an annual report to stockholders and Act, the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactionstransactions would no longer be applicable to the Company. Furthermore, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company to dispose of such securities pursuant to Rule 144 or 144A promulgated under the Securities ActAct of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be "margin securities" or be eligible for inclusion trading on the New York Stock ExchangeNasdaq National Market. Parent If the Nasdaq National Market listing and Purchaser currently intend the Exchange Act registration of Shares are not terminated prior to seek to cause the Company to terminate proposed Merger, then it is anticipated that the Shares will be delisted from the Nasdaq National Market and the registration of the Shares under the Exchange Act as soon after will be terminated following the consummation of the Offer as the requirements for termination of registration are met. MARGIN REGULATIONS The Shares are currently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that, following the Offer, the Shares would no longer constitute "margin securities" for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers. In any event, the Shares will cease to be "margin securities" if registration of the Shares under the Exchange Act is terminated. INCREASED INTEREST IN NET BOOK VALUE AND NET EARNINGS OF THE COMPANY If the Offer is consummated, the direct and indirect interest of Parent in the Company's net book value and net earnings will increase in proportion to the number of Shares acquired in the Offer. Following consummation of the Merger, Xxxxxx's direct and indirect interest in such items will increase to 100%, and the Company will be an indirect, wholly owned subsidiary of Parent. Accordingly, Parent and its subsidiaries will be entitled to all benefits resulting from that interest, including all income generated by the Company's operations, and any future increase in the Company's value and the right to elect all members of the Company Board. Similarly, Parent will also bear the risk of losses generated by the Company's operations and any decrease in the value of the Company after the proposed Merger. Furthermore, after the Merger, pre-Merger stockholders (other than Bass America) will not have the opportunity to participate directly in the earnings and growth of the Company and will not face the risk of losses generated by the Company's operations or decline in the value of the Company. If all of the outstanding Shares are purchased pursuant to the Offer, Xxxxxx's beneficial interest in the net book value (stockholders' equity) at September 30, 1999 and net income of the Company for the nine months ended September 30, 1999, as reflected in the September 30, 1999 Company 10-Q, would increase to 100% or $43.0 million and $7.5 million, respectively. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provision of the Offer, Parent and Purchaser shall not be required to accept for payment or pay for any Shares, and may terminate the Offer, if:See Section 11.

Stock Quotation. The Shares are quoted on The Nasdaq Global Select Market. Depending upon on the number of Shares purchased acquired pursuant to the Offer, following the completion of the Offer, the Shares may no longer meet be eligible for quotation on Nasdaq. According to its published guidelines, Nasdaq would give consideration to delisting the standards Shares if, among other things, the number of publicly held Shares falls below 750,000 or the number of holders of round lots of Shares falls below 400. Shares held by officers or directors of the Company or their immediate families, or by any beneficial owner of more than 10 percent or more of the Shares, ordinarily will not be considered as being publicly held for continued inclusion in the New York Stock Exchangethis purpose. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continued inclusion in the New York Stock Exchangequotation on Nasdaq, the market for the Shares could be adversely affected. According to In the New York Stock Exchange's published guidelinesevent the Shares are no longer eligible for continued listing on The Nasdaq Global Select Market, it is possible that the Shares would not meet continue to trade in the criteria for continued inclusion on over the New York Stock Exchange if the Company meets none counter market and that price quotations might still be available from other sources. The extent of the following three standards: (i) among other thingspublic market for the Shares and the availability of such quotations would, a minimum however, depend upon the number of 2,000 holders of round lots; (ii) among other things, a minimum of 2,200 total stockholders with an average monthly trading volume of 100,000 Shares during and/or the most recent six months; or (iii) among other things, a minimum of 500 total stockholders with an average monthly trading volume of 100,000,000 Shares during the most recent twelve months, a total of 1,100,000 publicly held Shares, and an aggregate market value of the publicly held Shares remaining at that time, the interest in maintaining a market in Shares on the part of at least $100 million. EXCHANGE ACT REGISTRATION The Shares are currently registered under Section 12(g) of securities firms, the Exchange Act. Registration of the Shares under the Exchange Act may be terminated upon application of the Company to the Commission if the Shares are not listed on a national securities exchange and held by 300 or more holders of record. Termination possible termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the Commission and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders' meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions. Furthermore, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company to dispose of such securities pursuant to Rule 144 or 144A promulgated under the Securities Act, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be "margin securities" or be eligible for inclusion on the New York Stock Exchange. Parent and Purchaser currently intend to seek to cause the Company to terminate the registration of the Shares under the Exchange Act as soon after consummation described below and other factors. After completion of the Offer as the requirements for termination of registration are met. MARGIN REGULATIONS The Shares are currently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that, following the Offer, the Shares would no longer constitute "margin securities" for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers. In any event, the Shares will cease to be "margin securities" if registration of the Shares under the Exchange Act is terminated. INCREASED INTEREST IN NET BOOK VALUE AND NET EARNINGS OF THE COMPANY If the Offer is consummated, the direct and indirect interest of Parent in the Company's net book value and net earnings will increase in proportion to the number of Shares acquired in the Offer. Following consummation of the Merger, Xxxxxx's direct and indirect interest in such items will increase to 100%, and the Company will be an indirecteligible to elect “controlled company” status pursuant to Nasdaq Rule 4350(c)(5), wholly owned subsidiary which means that the Company would be exempt from the requirement that Company’s board of Parent. Accordingly, Parent and its subsidiaries will directors be entitled to all benefits resulting from that interest, including all income generated by the Company's operations, and any future increase in the Company's value comprised of a majority of “independent directors” and the right to elect all members related rules covering the independence of directors serving on the Company Board. Similarly, Parent will also bear the risk of losses generated by the Company's operations Nominating and any decrease in the value of the Company after the Merger. Furthermore, after the Merger, pre-Merger stockholders (other than Bass America) will not have the opportunity to participate directly in the earnings and growth of the Company and will not face the risk of losses generated by the Company's operations or decline in the value Compensation Committees of the Company’s board of directors. If all of The controlled company exemption does not modify the outstanding Shares are purchased pursuant to independence requirements for the Offer, Xxxxxx's beneficial interest in the net book value (stockholders' equity) at September 30, 1999 and net income of Company’s Audit Committee. We expect the Company for the nine months ended September 30, 1999, as reflected in the September 30, 1999 Company 10-Q, would increase to 100% or $43.0 million and $7.5 million, respectively. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provision elect “controlled company” status following completion of the Offer, Parent and Purchaser shall not be required to accept for payment or pay for any Shares, and may terminate the Offer, if:.

Stock Quotation. Depending Listing the Shares on the National Association of Securities Dealers Automated Quotation System is voluntary, so the Company may terminate such listing at any time. Neither Parent nor Sub has any intention to cause the Company to seek to terminate the inclusion of the Shares on the National Association of Securities Dealers Automated Quotation System prior to the Merger. However, depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the standards for continued inclusion on the National Association of Securities Dealers Automated Quotation System. According to its published guidelines, the National Association of Securities Dealers considers delisting the Shares if, among other things, the number of publicly held Shares, as the case may be, falls below 750,000 or the number of holders of round lots of Shares falls below 400. Shares held by officers or directors of the Company or their immediate families, or by any beneficial owner of more than 10% or more of the Shares, ordinarily will not be considered as being publicly held for this purpose. In the event the Shares are no longer eligible for listing on the National Association of Securities Dealers Automated Quotation System, quotations might still be available from other sources. The extent of the public market for the Shares and the availability of such quotations would, however, depend upon the number of holders of Shares at such time, the interest in maintaining a market in Shares on the New York Stock Exchangepart of securities firms, the possible termination of registration of Shares under the Exchange Act as described below and other factors. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continued inclusion in the New York Stock ExchangeNational Association of Securities Dealers Automated Quotation System, the market for the Shares could be adversely affected. According to the New York Stock Exchange's published guidelines, the Shares would not meet the criteria for continued inclusion on the New York Stock Exchange if the Company meets none of the following three standards: (i) among other things, a minimum of 2,000 holders of round lots; (ii) among other things, a minimum of 2,200 total stockholders with an average monthly trading volume of 100,000 Shares during the most recent six months; or (iii) among other things, a minimum of 500 total stockholders with an average monthly trading volume of 100,000,000 Shares during the most recent twelve months, a total of 1,100,000 publicly held Shares, and an aggregate market value of the publicly held Shares of at least $100 million. EXCHANGE ACT REGISTRATION The Shares are currently registered under Section 12(g) of the Exchange Act. Registration of the Shares under the Exchange Act may be terminated upon application of the Company to the Commission if the Shares are not listed on a national securities exchange and held by 300 or more holders of record. Termination of registration of the Shares under the Exchange Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the Commission and would make certain provisions of the Exchange Act no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the Exchange Act in connection with stockholders' meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the Exchange Act with respect to "going private" transactions. Furthermore, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company to dispose of such securities pursuant to Rule 144 or 144A promulgated under the Securities Act, may be impaired or eliminated. If registration of the Shares under the Exchange Act were terminated, the Shares would no longer be "margin securities" or be eligible for inclusion on the New York Stock Exchange. Parent and Purchaser currently intend to seek to cause the Company to terminate the registration of the Shares under the Exchange Act as soon after consummation of the Offer as the requirements for termination of registration are met. MARGIN REGULATIONS The Shares are currently "margin securities" under the regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares. Depending upon factors similar to those described above regarding listing and market quotations, it is possible that, following the Offer, the Shares would no longer constitute "margin securities" for the purposes of the margin regulations of the Federal Reserve Board and therefore could no longer be used as collateral for loans made by brokers. In any event, the Shares will cease to be "margin securities" if registration of the Shares under the Exchange Act is terminated. INCREASED INTEREST IN NET BOOK VALUE AND NET EARNINGS OF THE COMPANY If the Offer is consummated, the direct and indirect interest of Parent in the Company's net book value and net earnings will increase in proportion to the number of Shares acquired in the Offer. Following consummation of the Merger, Xxxxxx's direct and indirect interest in such items will increase to 100%, and the Company will be an indirect, wholly owned subsidiary of Parent. Accordingly, Parent and its subsidiaries will be entitled to all benefits resulting from that interest, including all income generated by the Company's operations, and any future increase in the Company's value and the right to elect all members of the Company Board. Similarly, Parent will also bear the risk of losses generated by the Company's operations and any decrease in the value of the Company after the Merger. Furthermore, after the Merger, pre-Merger stockholders (other than Bass America) will not have the opportunity to participate directly in the earnings and growth of the Company and will not face the risk of losses generated by the Company's operations or decline in the value of the Company. If all of the outstanding Shares are purchased pursuant to the Offer, Xxxxxx's beneficial interest in the net book value (stockholders' equity) at September 30, 1999 and net income of the Company for the nine months ended September 30, 1999, as reflected in the September 30, 1999 Company 10-Q, would increase to 100% or $43.0 million and $7.5 million, respectively. CERTAIN CONDITIONS OF THE OFFER Notwithstanding any other provision of the Offer, Parent and Purchaser shall not be required to accept for payment or pay for any Shares, and may terminate the Offer, if:.