Common use of VOTE REQUIRED TO APPROVE MERGER Clause in Contracts

VOTE REQUIRED TO APPROVE MERGER. The Delaware General Corporation Law ("DGCL") requires, among other things, that the adoption of any plan of merger or consolidation of the Company must be ap2proved by the Board of Directors and generally by the holders of the Company's outstanding voting securities. The Board of Directors of the Company has approved the Offer and the Merger; consequently, the only additional action of the Company that may be necessary to effect the Merger is approval by such stockholders if the short-form merger procedure described below is not available. Under the DGCL, the affirmative vote of holders of a majority of the outstanding Shares (including any Shares owned by Purchaser), is generally required to approve the Merger. If Purchaser acquires, through the Offer or otherwise, voting power with respect to at least a majority of the outstanding Shares, (which would be the case if a majority of the shares outstanding are validly tendered and not withrawn (the "Minimum Condition") and Purchaser were to accept for payment Shares tendered pursuant to the Offer), it would have sufficient voting power to effect the Merger without the vote of any other stockholder of the Company. However, the DGCL also provides that if a parent company owns at least 90% of each class of stock of a subsidiary, the parent company can effect a 'short-form' merger with that subsidiary without the action of the other stockholders of the subsidiary. Accordingly, if, as a result of the Offer or otherwise, Purchaser acquires or controls the voting power of at least 90% of the outstanding Shares, Purchaser could, and intends to, effect the Merger without prior notice to, or any action by, any other stockholder of the Company. Conditions to the Merger. The Merger Agreement provides that the Merger is subject to the satisfaction of certain conditions, including the following: (i) if required by applicable law, the Merger Agreement shall have been approved by the affirmative vote of the Company's stockholders by the requisite vote in accordance with applicable law, (ii) no statute, rule, regulation, executive order, decree, or injunction shall have been enacted, entered, promulgated, or enforced by any court or governmental authority which is in effect and has the effect of prohibiting the consummation of the Merger and (iii) Purchaser shall have accepted for payment and paid for Shares tendered pursuant to the Offer. Termination of the Merger Agreement. The Merger Agreement may be terminated at any time prior to the effective time of the Merger, notwithstanding approval by the stockholders of the Company, (i) by mutual written consent duly authorized by the Boards of Directors of the Company, Parent and Purchaser; (ii) by either the Company or Parent: (a) if the Offer terminates or expires in accordance with its terms without Purchaser having purchased any Shares pursuant to the Offer; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of any such condition; (b) if Shares have not been accepted for payment pursuant to the Offer on or prior to August 1, 1995; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of the Offer to be consummated; or (c) if any court of competent jurisdiction or any other governmental body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; (iii) by the Company if the Offer has not been timely commenced and such failure to commence shall be in violation of the Merger Agreement; (iv) by Parent or Purchaser if the Company fails to perform in any material respect any of its obligations under the Merger Agreement or the Option Agreement or if the Offer shall not have been commenced because of the occurrence of any event or circumstance set forth in Section 14 (i.e., failure to satisfy the Minimum Condition, no expiration of any applicable waiting period under the Xxxx Xxxxx Xxxxxx Act and certain other governmental actions); (v) by the Company in respect of a superior proposal (provided the Company shall have paid Parent the Termination Fee and the Expense Fee) as described; or (vi) by the Company if Parent or Purchaser fails to perform in any material respect any of its obligations under this Agreement. In the event the Merger Agreement is terminated as described in this paragraph, the Merger Agreement will become void and there will be no liability or obligation on the part of the Company, Purchaser or Parent, except with respect to certain specified provisions (including the provisions described below under 'Fees and Expenses') and except to the extent that such termination results from the willful and material breach by a party of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Takeover Proposals. The Merger Agreement provides that the Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any director, officer or employee of or any investment banker, attorney or other advisor or representative of the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any takeover proposal (as defined below) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any takeover proposal; provided, however, that prior to the acceptance for payment of Shares pursuant to the Offer, to the extent required by the fiduciary obligations of the Board of Directors of the Company (as determined in good faith by the Board of Directors based on the advice of outside counsel), the Company may upon receipt by the Company of an unsolicited written, bona fide takeover proposal, furnish information with respect to the Company pursuant to a customary confidentiality agreement (containing 'standstill' provisions no less onerous than in the Confidentiality Agreements dated June 28, 1994 between the Company and Parent) and participate in negotiations regarding such takeover proposal. The Merger Agreement defines 'takeover proposal' as any proposal for a merger or other business combination involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, an equity interest in, not less than 25% of the outstanding voting securities of, or assets representing not less than 25% of the annual revenues or net earnings of the Company or any of its subsidiaries. The Merger Agreement provides that neither the Board of Directors of the Company nor any committee thereof will (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser or Parent, the approval or recommendation by the Board of Directors of the Company or any such committee of the Merger Agreement, the Option Agreement, the Offer or the Merger, (ii) approve or recommend, or propose to approve or recommend, any takeover proposal or (iii) enter into any agreement with respect to any takeover proposal. Notwithstanding the foregoing, in the event the Board of Directors of the Company receives an unsolicited takeover proposal that, in the exercise of its fiduciary obligations (as determined in good faith by the Board of Directors and based on the advice of outside counsel), it determines to be a superior proposal (as defined below), the Board of Directors may (subject to the following sentences) withdraw or modify its approval or recommendation of the Merger Agreement, the Option Agreement, the Offer or the Merger, approve or recommend any such superior proposal, enter into an agreement with respect to such superior proposal or terminate the Merger Agreement, in each case at any time after the fifth business day following Parent's receipt of written notice (a 'Notice of Superior Proposal') advising Parent that the Board of Directors has received a superior proposal, specifying the material terms and conditions of such superior proposal and identifying the person making such superior proposal. The Company may take any of the foregoing actions pursuant to the preceding sentence only if (i) Purchaser has not accepted for payment Shares pursuant to the Offer, (ii) the Company is not otherwise in material breach of the Merger Agreement and (iii) the Company has paid to Parent the Termination Fee and the Expense Fee (as defined below). For purposes of the Merger Agreement, a 'superior proposal' means any bona fide takeover proposal on terms which the Board of Directors of the Company determines in its good faith reasonable judgment to be more favorable to the Company's stockholders than the Offer and the Merger. The Merger Agreement also provides that nothing contained therein will prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act. The Merger Agreement provides that the Company will promptly advise Parent orally and in writing of any request for information or of any takeover proposal, or any inquiry which could lead to any takeover proposal, the material terms and conditions of such inquiry or takeover proposal and the identity of the person making such request, takeover proposal or inquiry. Fees and Expenses. The Merger Agreement provides that the Company will pay to Parent in cash in immediately available funds by wire transfer to an account designated by Parent an amount equal to its reasonable out-of-pocket expenses (including, without limitation, fees and expenses of all counsel, printers, banks, accountants, and investment banking firms, and their respective agents but excluding fees to or expenses of financing sources for the Offer and the Merger) not exceeding $750,000 (the 'Expense Fee') and an additional fee of $1,000,000 (the 'Termination Fee'), if (i) there shall be a material breach by the Company of the Merger Agreement or (ii) the Company shall have delivered (or been obliged to deliver) to Parent a Notice of Superior Proposal or (iii) (x) at any time on or after the date of the Merger Agreement until one year following the termination of the Merger Agreement, any person or 'group'(within the meaning of Section 13(d)(3) of the Exchange Act) (other than Parent or any of its affiliates) shall have acquired, directly of indirectly, the Company, assets representing more than 50% of the revenues of the Company or more than 50% of the Shares then outstanding, and (y)(A) on or after the date of the Merger Agreement and prior to the expiration of the Offer, such person or group shall have made a takeover proposal, (B) the Offer, if required to have been commenced, shall have remained open until the scheduled expiration date immediately following the date such takeover proposal was first publicly announced and (C) the Merger Agreement shall have been terminated pursuant to the provisions of the Merger Agreement described in clause (ii)(a) under 'Termination of the Merger Agreement' above. In addition, the Merger Agreement provides that the Company will promptly pay the Expense Fee to Parent if the Merger Agreement is terminated for any reason other than by a breach by Parent of its obligations under the Merger Agreement. Conduct of Business by the Company. The Merger Agreement provides that, during the period from the date of the Merger Agreement to the acceptance of Shares for payment, the Company and its subsidiaries will each conduct its operations according to its ordinary and usual course of business. The Merger Agreement also provides that neither the Company nor any of its subsidiaries shall, without the prior written consent of Parent, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of (a) additional shares of capital stock of any class (including the Shares), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, or grant or accelerate

VOTE REQUIRED TO APPROVE MERGER. The Delaware General Corporation Law ("DGCL") MBCA requires, among other things, that the adoption of any plan of merger or consolidation of the Company must be ap2proved approved and found advisable by the Company Board of Directors and generally and, if the "short-form" merger procedure described below is not available, approved by the holders of a majority of the Company's outstanding voting securities. The Company Board of Directors of and the Company has Committee have approved the Offer Offer, the Merger and the MergerMerger Agreement; consequently, the only additional action of the Company that may be necessary to effect the Merger is approval of the Merger Agreement by the Company's shareholders if such stockholders if the "short-form form" merger procedure described below is not available. Under If required by the DGCLMBCA, the affirmative vote Company will call and hold a meeting of holders of a majority its shareholders promptly following the consummation of the outstanding Offer for the purposes of voting upon the approval of the Merger Agreement. At any such meeting all Shares (including any Shares then owned by Purchaser), is generally required to approve Parent or the Purchaser will be voted in favor of the approval of the Merger. If the Purchaser acquires, --through the Offer Offer, the Merger Agreement or otherwise, --voting power with respect to at least a majority of the outstanding Shares, Shares (which would be the case if a majority of the shares outstanding are validly tendered Minimum Tender Condition were satisfied and not withrawn (the "Minimum Condition") and Purchaser were to accept for payment Shares tendered pursuant to the Offer), it would have sufficient voting power to effect the Merger without the affirmative vote of any other stockholder shareholder of the Company. However, the DGCL The MBCA also provides that that, if a parent company owns at least 90% of the outstanding shares of each class of stock of a subsidiary, the parent company can may effect a 'short-"short form' " merger with that subsidiary without a shareholder vote. In order to consummate the action Merger pursuant to these provisions of the other stockholders MBCA, the Purchaser would have to own at least 90% of the subsidiaryoutstanding Shares. Accordingly, if, as a result of the Offer or otherwise, the Purchaser acquires or controls the voting power of at least 90% of the outstanding Shares, the Purchaser could, and intends to, to effect the Merger without prior notice to, or any action by, any other stockholder a vote of the shareholders of the Company. Conditions to the Merger. The Merger Agreement provides that the Merger is subject to the satisfaction of certain conditions, including the following: (i) if required by applicable law, the Merger Agreement shall have been approved by the affirmative vote of the Company's stockholders by the requisite vote in accordance with applicable law, (ii) no statute, rule, regulation, executive order, decree, or injunction shall have been enacted, entered, promulgated, or enforced by any court or governmental authority which is in effect and has the effect of prohibiting the consummation of the Merger and (iii) Purchaser shall have accepted for payment and paid for Shares tendered pursuant to the Offer. Termination of the Merger Agreement. The Merger Agreement may be terminated at any time prior to the effective time of the Merger, notwithstanding approval by the stockholders of the Company, (i) by mutual written consent duly authorized by the Boards of Directors of the Company, Parent and Purchaser; (ii) by either the Company or Parent: (a) if the Offer terminates or expires in accordance with its terms without Purchaser having purchased any Shares pursuant to the Offer; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of any such condition; (b) if Shares have not been accepted for payment pursuant to the Offer on or prior to August 1, 1995; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of the Offer to be consummated; or (c) if any court of competent jurisdiction or any other governmental body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; (iii) by the Company if the Offer has not been timely commenced and such failure to commence shall be in violation of the Merger Agreement; (iv) by Parent or Purchaser if the Company fails to perform in any material respect any of its obligations under the Merger Agreement or the Option Agreement or if the Offer shall not have been commenced because of the occurrence of any event or circumstance set forth in Section 14 (i.e., failure to satisfy the Minimum Condition, no expiration of any applicable waiting period under the Xxxx Xxxxx Xxxxxx Act and certain other governmental actions); (v) by the Company in respect of a superior proposal (provided the Company shall have paid Parent the Termination Fee and the Expense Fee) as described; or (vi) by the Company if Parent or Purchaser fails to perform in any material respect any of its obligations under this Agreement. In the event the Merger Agreement is terminated as described in this paragraph, the Merger Agreement will become void and there will be no liability or obligation on the part of the Company, Purchaser or Parent, except with respect to certain specified provisions (including the provisions described below under 'Fees and Expenses') and except to the extent that such termination results from the willful and material breach by a party of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Takeover Proposals. The Merger Agreement provides that the Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any director, officer or employee of or any investment banker, attorney or other advisor or representative of the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any takeover proposal (as defined below) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any takeover proposal; provided, however, that prior to the acceptance for payment of Shares pursuant to the Offer, to the extent required by the fiduciary obligations of the Board of Directors of the Company (as determined in good faith by the Board of Directors based on the advice of outside counsel), the Company may upon receipt by the Company of an unsolicited written, bona fide takeover proposal, furnish information with respect to the Company pursuant to a customary confidentiality agreement (containing 'standstill' provisions no less onerous than in the Confidentiality Agreements dated June 28, 1994 between the Company and Parent) and participate in negotiations regarding such takeover proposal. The Merger Agreement defines 'takeover proposal' as any proposal for a merger or other business combination involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, an equity interest in, not less than 25% of the outstanding voting securities of, or assets representing not less than 25% of the annual revenues or net earnings of the Company or any of its subsidiaries. The Merger Agreement provides that neither the Board of Directors of the Company nor any committee thereof will (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser or Parent, the approval or recommendation by the Board of Directors of the Company or any such committee of the Merger Agreement, the Option Agreement, the Offer or the Merger, (ii) approve or recommend, or propose to approve or recommend, any takeover proposal or (iii) enter into any agreement with respect to any takeover proposal. Notwithstanding the foregoing, in the event the Board of Directors of the Company receives an unsolicited takeover proposal that, in the exercise of its fiduciary obligations (as determined in good faith by the Board of Directors and based on the advice of outside counsel), it determines to be a superior proposal (as defined below), the Board of Directors may (subject to the following sentences) withdraw or modify its approval or recommendation of the Merger Agreement, the Option Agreement, the Offer or the Merger, approve or recommend any such superior proposal, enter into an agreement with respect to such superior proposal or terminate the Merger Agreement, in each case at any time after the fifth business day following Parent's receipt of written notice (a 'Notice of Superior Proposal') advising Parent that the Board of Directors has received a superior proposal, specifying the material terms and conditions of such superior proposal and identifying the person making such superior proposal. The Company may take any of the foregoing actions pursuant to the preceding sentence only if (i) Purchaser has not accepted for payment Shares pursuant to the Offer, (ii) the Company is not otherwise in material breach of the Merger Agreement and (iii) the Company has paid to Parent the Termination Fee and the Expense Fee (as defined below). For purposes of the Merger Agreement, a 'superior proposal' means any bona fide takeover proposal on terms which the Board of Directors of the Company determines in its good faith reasonable judgment to be more favorable to the Company's stockholders than the Offer and the Merger. The Merger Agreement also provides that nothing contained therein will prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act. The Merger Agreement provides that the Company will promptly advise Parent orally and in writing of any request for information or of any takeover proposal, or any inquiry which could lead to any takeover proposal, the material terms and conditions of such inquiry or takeover proposal and the identity of the person making such request, takeover proposal or inquiry. Fees and Expenses. The Merger Agreement provides that the Company will pay to Parent in cash in immediately available funds by wire transfer to an account designated by Parent an amount equal to its reasonable out-of-pocket expenses (including, without limitation, fees and expenses of all counsel, printers, banks, accountants, and investment banking firms, and their respective agents but excluding fees to or expenses of financing sources for the Offer and the Merger) not exceeding $750,000 (the 'Expense Fee') and an additional fee of $1,000,000 (the 'Termination Fee'), if (i) there shall be a material breach by the Company of the Merger Agreement or (ii) the Company shall have delivered (or been obliged to deliver) to Parent a Notice of Superior Proposal or (iii) (x) at any time on or after the date of the Merger Agreement until one year following the termination of the Merger Agreement, any person or 'group'(within the meaning of Section 13(d)(3) of the Exchange Act) (other than Parent or any of its affiliates) shall have acquired, directly of indirectly, the Company, assets representing more than 50% of the revenues of the Company or more than 50% of the Shares then outstanding, and (y)(A) on or after the date of the Merger Agreement and prior to the expiration of the Offer, such person or group shall have made a takeover proposal, (B) the Offer, if required to have been commenced, shall have remained open until the scheduled expiration date immediately following the date such takeover proposal was first publicly announced and (C) the Merger Agreement shall have been terminated pursuant to the provisions of the Merger Agreement described in clause (ii)(a) under 'Termination of the Merger Agreement' above. In addition, the Merger Agreement provides that the Company will promptly pay the Expense Fee to Parent if the Merger Agreement is terminated for any reason other than by a breach by Parent of its obligations under the Merger Agreement. Conduct of Business by the Company. The Merger Agreement provides that, during the period from the date of the Merger Agreement to the acceptance of Shares for payment, the Company and its subsidiaries will each conduct its operations according to its ordinary and usual course of business. The Merger Agreement also provides that neither the Company nor any of its subsidiaries shall, without the prior written consent of Parent, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of (a) additional shares of capital stock of any class (including the Shares), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, or grant or accelerate.

VOTE REQUIRED TO APPROVE MERGER. The Delaware General Corporation Law ("DGCL") requires, among other things, that the adoption of any plan of merger or consolidation of the Company must be ap2proved by the Board of Directors and generally by the holders of the Company's outstanding voting securities. The Board of Directors of the Company has unanimously authorized and approved the Offer Merger and adopted the Merger; consequently, the only additional action Merger Agreement in accordance with Section 607.1101 of the Company that may be necessary to effect FBCA. Depending upon the Merger is approval number of Shares purchased by such stockholders if the short-form merger procedure described below is not available. Under the DGCL, the affirmative vote of holders of a majority of the outstanding Shares (including any Shares owned by Purchaser), is generally required to approve the Merger. If Purchaser acquires, through the Offer or otherwise, voting power with respect to at least a majority of the outstanding Shares, (which would be the case if a majority of the shares outstanding are validly tendered and not withrawn (the "Minimum Condition") and Purchaser were to accept for payment Shares tendered pursuant to the Offer), it would the Board may be required to submit the Merger Agreement to the Company's shareholders for approval at a shareholder's meeting convened for that purpose in accordance with the FBCA. If shareholder approval is required, the Merger Agreement must generally be approved by a majority of all votes entitled to be cast at such meeting. As a result, if the Minimum Condition is satisfied, the Purchaser will have sufficient voting power to effect approve the Merger Agreement at the shareholders' meeting without the affirmative vote of any other stockholder shareholder. If the Purchaser acquires 80% of the Shares, whether solely pursuant to the Offer or in conjunction with the exercise of the Purchaser's rights under the Option Agreement or otherwise, the Merger may be consummated without a shareholders' meeting and without the approval of the Company's shareholders under Section 607.1104 of the FBCA. However, the DGCL also That section provides that if a parent company owns at least 90% corporation may merge with and into a subsidiary of each class such corporation without the approval of stock the shareholders of a subsidiary, either entity so long as the articles of incorporation of the surviving entity do not differ (except in certain limited ways) from the articles of incorporation of the parent company can corporation in effect a 'short-form' merger with that subsidiary without the action of the other stockholders of the subsidiary. Accordingly, if, as a result of the Offer or otherwise, Purchaser acquires or controls the voting power of at least 90% of the outstanding Shares, Purchaser could, and intends to, effect the Merger without prior notice to, or any action by, any other stockholder of the Company. Conditions to the Mergermerger. The Merger Agreement provides that the Merger is subject to Purchaser (the satisfaction parent corporation) will be merged with and into the Company (the subsidiary corporation) following the Offer, and that the articles of certain conditions, including the following: (i) if required by applicable law, the Merger Agreement shall have been approved by the affirmative vote incorporation of the Company's stockholders by Company will be the requisite vote in accordance with applicable law, (ii) no statute, rule, regulation, executive order, decree, or injunction shall have been enacted, entered, promulgated, or enforced by any court or governmental authority which is in effect and has the effect articles of prohibiting the consummation incorporation of the Merger and (iii) Purchaser shall have accepted for payment and paid for Shares tendered pursuant to Surviving Corporation following the OfferMerger. Termination of the Merger Agreement. The Merger Agreement may be terminated at any time prior to the effective time of the MergerMerger (the "Effective Time"), notwithstanding whether before or after approval of matters presented in connection with the Merger by the stockholders shareholders of the Company, (i) by mutual written consent duly authorized by the Boards of Directors of the Company, Parent and Purchaser; (ii) by either the Company or Parent: (a) if the Offer terminates or expires in accordance with its terms without Purchaser having purchased any Shares pursuant to the Offer; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of any such condition; (b) if Shares have not been accepted for payment pursuant to the Offer on or prior to August 1, 1995; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of the Offer to be consummated; or (c) if any court of competent jurisdiction or any other governmental body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; (iii) by the Company if the Offer has not been timely commenced and such failure to commence shall be in violation of the Merger Agreement; (iv) by Parent or Purchaser if the Company fails to perform in any material respect any of its obligations under the Merger Agreement or the Option Agreement or if the Offer shall not have been commenced because of the occurrence of any event or circumstance set forth in Section 14 (i.e., failure to satisfy the Minimum Condition, no expiration of any applicable waiting period under the Xxxx Xxxxx Xxxxxx Act and certain other governmental actions); (v) by the Company in respect of a superior proposal (provided the Company shall have paid Parent the Termination Fee and the Expense Fee) as described; or (vi) by the Company if Parent or Purchaser fails to perform in any material respect any of its obligations under this Agreement. In the event the Merger Agreement is terminated as described in this paragraph, the Merger Agreement will become void and there will be no liability or obligation on the part of the Company, Purchaser or Parent, except with respect to certain specified provisions (including the provisions described below under 'Fees and Expenses') and except to the extent that such termination results from the willful and material breach by a party of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Takeover Proposals. The Merger Agreement provides that the Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any director, officer or employee of or any investment banker, attorney or other advisor or representative of the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any takeover proposal (as defined below) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any takeover proposal; provided, however, that prior to the acceptance for payment of Shares pursuant to the Offer, to the extent required by the fiduciary obligations of the Board of Directors of the Company (as determined in good faith by the Board of Directors based on the advice of outside counsel), the Company may upon receipt by the Company of an unsolicited written, bona fide takeover proposal, furnish information with respect to the Company pursuant to a customary confidentiality agreement (containing 'standstill' provisions no less onerous than in the Confidentiality Agreements dated June 28, 1994 between the Company and Parent) and participate in negotiations regarding such takeover proposal. The Merger Agreement defines 'takeover proposal' as any proposal for a merger or other business combination involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, an equity interest in, not less than 25% of the outstanding voting securities of, or assets representing not less than 25% of the annual revenues or net earnings of the Company or any of its subsidiaries. The Merger Agreement provides that neither the Board of Directors of the Company nor any committee thereof will (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser or Parent, the approval or recommendation by the Board of Directors of the Company or any such committee of the Merger Agreement, the Option Agreement, the Offer or the Merger, (ii) approve or recommend, or propose to approve or recommend, any takeover proposal or (iii) enter into any agreement with respect to any takeover proposal. Notwithstanding the foregoing, in the event the Board of Directors of the Company receives an unsolicited takeover proposal that, in the exercise of its fiduciary obligations (as determined in good faith by the Board of Directors and based on the advice of outside counsel), it determines to be a superior proposal (as defined below), the Board of Directors may (subject to the following sentences) withdraw or modify its approval or recommendation of the Merger Agreement, the Option Agreement, the Offer or the Merger, approve or recommend any such superior proposal, enter into an agreement with respect to such superior proposal or terminate the Merger Agreement, in each case at any time after the fifth business day following Parent's receipt of written notice (a 'Notice of Superior Proposal') advising Parent that the Board of Directors has received a superior proposal, specifying the material terms and conditions of such superior proposal and identifying the person making such superior proposal. The Company may take any of the foregoing actions pursuant to the preceding sentence only if (i) Purchaser has not accepted for payment Shares pursuant to the Offer, (ii) the Company is not otherwise in material breach of the Merger Agreement and (iii) the Company has paid to Parent the Termination Fee and the Expense Fee (as defined below). For purposes of the Merger Agreement, a 'superior proposal' means any bona fide takeover proposal on terms which the Board of Directors of the Company determines in its good faith reasonable judgment to be more favorable to the Company's stockholders than the Offer and the Merger. The Merger Agreement also provides that nothing contained therein will prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act. The Merger Agreement provides that the Company will promptly advise Parent orally and in writing of any request for information or of any takeover proposal, or any inquiry which could lead to any takeover proposal, the material terms and conditions of such inquiry or takeover proposal and the identity of the person making such request, takeover proposal or inquiry. Fees and Expenses. The Merger Agreement provides that the Company will pay to Parent in cash in immediately available funds by wire transfer to an account designated by Parent an amount equal to its reasonable out-of-pocket expenses (including, without limitation, fees and expenses of all counsel, printers, banks, accountants, and investment banking firms, and their respective agents but excluding fees to or expenses of financing sources for the Offer and the Merger) not exceeding $750,000 (the 'Expense Fee') and an additional fee of $1,000,000 (the 'Termination Fee'), if (i) there shall be a material breach by the Company of the Merger Agreement or (ii) the Company shall have delivered (or been obliged to deliver) to Parent a Notice of Superior Proposal or (iii) (x) at any time on or after the date of the Merger Agreement until one year following the termination of the Merger Agreement, any person or 'group'(within the meaning of Section 13(d)(3) of the Exchange Act) (other than Parent or any of its affiliates) shall have acquired, directly of indirectly, the Company, assets representing more than 50% of the revenues of the Company or more than 50% of the Shares then outstanding, and (y)(A) on or after the date of the Merger Agreement and prior to the expiration of the Offer, such person or group shall have made a takeover proposal, (B) the Offer, if required to have been commenced, shall have remained open until the scheduled expiration date immediately following the date such takeover proposal was first publicly announced and (C) the Merger Agreement shall have been terminated pursuant to the provisions of the Merger Agreement described in clause (ii)(a) under 'Termination of the Merger Agreement' above. In addition, the Merger Agreement provides that the Company will promptly pay the Expense Fee to Parent if the Merger Agreement is terminated for any reason other than by a breach by Parent of its obligations under the Merger Agreement. Conduct of Business by the Company. The Merger Agreement provides that, during the period from the date of the Merger Agreement to the acceptance of Shares for payment, the Company and its subsidiaries will each conduct its operations according to its ordinary and usual course of business. The Merger Agreement also provides that neither the Company nor any of its subsidiaries shall, without the prior written consent of Parent, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of (a) additional shares of capital stock of any class (including the Shares), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, or grant or accelerate:

VOTE REQUIRED TO APPROVE MERGER. The Delaware General Corporation Law ("DGCL") DGCL requires, among other things, that the adoption of any plan of merger or consolidation of the Company Merger Agreement must be ap2proved approved by the Board of Directors and generally by the holders of the Company's outstanding voting securities. The Board of Directors of the Company has approved the Offer and the Merger; consequently, the only additional action of the Company that may be necessary to effect the Merger is approval by such stockholders if the short-form merger procedure described below is not available. Under the DGCL, the affirmative vote of holders of a majority of the outstanding shares entitled to vote thereon. Other than the Shares, there are no shares of any class of the Company's stock outstanding. Consequently, the Company will call and hold a meeting of its stockholders promptly following the consummation of the Offer for the purposes of voting upon the approval of the Merger Agreement. At such meeting all Shares (including any Shares then owned by Purchaser), is generally required to approve Parent or the MergerPurchaser will be voted in favor of the approval of the Merger Agreement. If the Purchaser acquires, acquires -- through the Offer Offer, the Merger Agreement or otherwise, otherwise -- voting power with respect to at least a majority of the outstanding Shares, total voting power of the Company (which would be the case if a majority of the shares outstanding are validly tendered Minimum Tender Condition were satisfied and not withrawn (the "Minimum Condition") and Purchaser were to accept for payment Shares tendered pursuant to the Offer), it would have sufficient voting power to effect the Merger even if no other stockholders of the Company vote in favor of the Merger. If the Purchaser acquires Shares representing at least 90% of the total combined voting power of the Company pursuant to the Offer or otherwise (including pursuant to the Stock Option Agreement described below) the Purchaser would be able to effect the Merger pursuant to the "short-form" merger provisions of Section 253 of the DGCL, without the vote of any action by any other stockholder of the Company. HoweverIn such event, the DGCL also provides Purchaser intends to effect the Merger as promptly as practicable following the purchase of Shares in the Offer. The Company and the Purchaser entered into a Stock Option Agreement, dated as of July 17, 2001 (the "Stock Option Agreement") pursuant to which the Purchaser is entitled to purchase Common Shares, at a price of $0.36 per share, so that if a parent company owns at least 90the Purchaser, following the purchase of Shares under the Offer, shall then own Shares representing 90.1% of each class of stock of a subsidiary, the parent company can effect a 'short-form' merger with that subsidiary without the action of the other stockholders of the subsidiary. Accordingly, if, as a result of the Offer or otherwise, Purchaser acquires or controls the total combined voting power of at least 90the Company calculated on a fully-diluted basis; provided that the maximum number of Common Shares which may be purchased under the Stock Option Agreement shall not exceed an amount of Common Shares which in the aggregate possess 10% of the outstanding Shares, Purchaser could, and intends to, effect the Merger without prior notice to, or any action by, any other stockholder total combined voting power of the CompanyCompany after giving effect to such exercise. Conditions to the MergerCONDITIONS TO THE MERGER. The Merger Agreement provides that the respective obligations of each party to effect the Merger is are subject to the satisfaction or waiver of certain conditions, including the following: (ia) if required by applicable law, the Merger Agreement shall have been approved by the affirmative vote holders of at least a majority of the Company's stockholders by the requisite vote in accordance with applicable law, (ii) no statute, rule, regulation, executive order, decree, or injunction shall have been enacted, entered, promulgated, or enforced by any court or governmental authority which is in effect and has the effect total voting power of prohibiting the consummation of the Merger and (iii) Purchaser shall have accepted for payment and paid for Shares tendered pursuant to the Offer. Termination of the Merger Agreement. The Merger Agreement may be terminated at any time prior to the effective time of the Merger, notwithstanding approval by the stockholders of the Company, (i) by mutual written consent duly authorized by the Boards of Directors of the Company, Parent and Purchaser; (ii) by either the Company or Parent: (a) if the Offer terminates or expires in accordance with its terms without Purchaser having purchased any Shares pursuant to the Offer; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of any such condition; (b) if Shares have not been accepted for payment pursuant to the Offer on or prior to August 1, 1995; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of the Offer to be consummated; or (c) if any court of competent jurisdiction or any other governmental body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; (iii) by the Company if the Offer has not been timely commenced and such failure to commence shall be in violation of the Merger Agreement; (iv) by Parent or Purchaser if the Company fails to perform in any material respect any of its obligations under the Merger Agreement or the Option Agreement or if the Offer shall not have been commenced because of the occurrence of any event or circumstance set forth in Section 14 (i.e., failure to satisfy the Minimum Condition, no expiration of any applicable waiting period under the Xxxx Xxxxx Xxxxxx Act and certain other governmental actions); (v) by the Company in respect of a superior proposal (provided the Company shall have paid Parent the Termination Fee and the Expense Fee) as described; or (vi) by the Company if Parent or Purchaser fails to perform in any material respect any of its obligations under this Agreement. In the event the Merger Agreement is terminated as described in this paragraph, the Merger Agreement will become void and there will be no liability or obligation on the part of the Company, Purchaser or Parent, except with respect to certain specified provisions (including the provisions described below under 'Fees and Expenses') and except to the extent that such termination results from the willful and material breach by a party of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Takeover Proposals. The Merger Agreement provides that the Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any director, officer or employee of or any investment banker, attorney or other advisor or representative of the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any takeover proposal (as defined below) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any takeover proposal; provided, however, that prior to the acceptance for payment of Shares pursuant to the Offer, to the extent required by the fiduciary obligations of the Board of Directors of the Company (as determined in good faith by the Board of Directors based on the advice of outside counsel), the Company may upon receipt by the Company of an unsolicited written, bona fide takeover proposal, furnish information with respect to the Company pursuant to a customary confidentiality agreement (containing 'standstill' provisions no less onerous than in the Confidentiality Agreements dated June 28, 1994 between the Company and Parent) and participate in negotiations regarding such takeover proposal. The Merger Agreement defines 'takeover proposal' as any proposal for a merger or other business combination involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, an equity interest in, not less than 25% of the outstanding voting securities of, or assets representing not less than 25% of the annual revenues or net earnings of the Company or any of its subsidiaries. The Merger Agreement provides that neither the Board of Directors of the Company nor any committee thereof will (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser or Parent, the approval or recommendation by the Board of Directors of the Company or any such committee of the Merger Agreement, the Option Agreement, the Offer or approved the Merger, (ii) approve or recommend, or propose to approve or recommend, any takeover proposal or (iii) enter into any agreement with respect to any takeover proposal. Notwithstanding the foregoing, in the event the Board of Directors of the Company receives an unsolicited takeover proposal that, in the exercise of its fiduciary obligations (as determined in good faith by the Board of Directors and based on the advice of outside counsel), it determines to be a superior proposal (as defined below), the Board of Directors may (subject to the following sentences) withdraw or modify its approval or recommendation of the Merger Agreement, the Option Agreement, the Offer or the Merger, approve or recommend any such superior proposal, enter into an agreement with respect to such superior proposal or terminate the Merger Agreement, in each case at any time after the fifth business day following Parent's receipt of written notice (a 'Notice of Superior Proposal') advising Parent that the Board of Directors has received a superior proposal, specifying the material terms and conditions of such superior proposal and identifying the person making such superior proposal. The Company may take any of the foregoing actions pursuant to the preceding sentence only if (i) Purchaser has not accepted for payment Shares pursuant to the Offer, (ii) the Company is not otherwise in material breach of the Merger Agreement and (iii) the Company has paid to Parent the Termination Fee and the Expense Fee (as defined below). For purposes of the Merger Agreement, a 'superior proposal' means any bona fide takeover proposal on terms which the Board of Directors of the Company determines in its good faith reasonable judgment to be more favorable to the Company's stockholders than the Offer and the Merger. The Merger Agreement also provides that nothing contained therein will prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act. The Merger Agreement provides that the Company will promptly advise Parent orally and in writing of any request for information or of any takeover proposal, or any inquiry which could lead to any takeover proposal, the material terms and conditions of such inquiry or takeover proposal and the identity of the person making such request, takeover proposal or inquiry. Fees and Expenses. The Merger Agreement provides that the Company will pay to Parent in cash in immediately available funds by wire transfer to an account designated by Parent an amount equal to its reasonable out-of-pocket expenses (including, without limitation, fees and expenses of all counsel, printers, banks, accountants, and investment banking firms, and their respective agents but excluding fees to or expenses of financing sources for the Offer and the Merger) not exceeding $750,000 (the 'Expense Fee') and an additional fee of $1,000,000 (the 'Termination Fee'), if (i) there shall be a material breach by the Company of the Merger Agreement or (ii) the Company shall have delivered (or been obliged to deliver) to Parent a Notice of Superior Proposal or (iii) (x) at any time on or after the date of the Merger Agreement until one year following the termination of the Merger Agreement, any person or 'group'(within the meaning of Section 13(d)(3) of the Exchange Act) (other than Parent or any of its affiliates) shall have acquired, directly of indirectly, the Company, assets representing more than 50% of the revenues of the Company or more than 50% of the Shares then outstanding, and (y)(A) on or after the date of the Merger Agreement and prior to the expiration of the Offer, such person or group shall have made a takeover proposal, (B) the Offer, if required to have been commenced, shall have remained open until the scheduled expiration date immediately following the date such takeover proposal was first publicly announced and (C) the Merger Agreement shall have been terminated pursuant to the provisions of the Merger Agreement described in clause (ii)(a) under 'Termination of the Merger Agreement' above. In addition, the Merger Agreement provides that the Company will promptly pay the Expense Fee to Parent if the Merger Agreement is terminated for any reason other than by a breach by Parent of its obligations under the Merger Agreement. Conduct of Business by the Company. The Merger Agreement provides that, during the period from the date of the Merger Agreement to the acceptance of Shares for payment, the Company and its subsidiaries will each conduct its operations according to its ordinary and usual course of business. The Merger Agreement also provides that neither the Company nor any of its subsidiaries shall, without the prior written consent of Parent, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of (a) additional shares of capital stock of any class (including the Shares), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, or grant or accelerate

VOTE REQUIRED TO APPROVE MERGER. The Delaware General Corporation Law ("DGCL") BCL requires, among other things, that the adoption of any plan of merger or consolidation of the Company must be ap2proved approved by the Board of Directors and generally of the Company and, if the "short-form" merger procedure described below is not available, approved by the holders of two-thirds of the Company's outstanding voting securities. The Board of Directors of the Company has approved the Offer Offer, the Merger and the MergerMerger Agreement; consequently, the only additional action of the Company that may be necessary to effect the Merger is approval of the Merger Agreement by such the Company's stockholders if the such "short-form form" merger procedure described below is not available. Under If required by the DGCLBCL, the affirmative vote Company will call and hold a meeting of holders of a majority its stockholders promptly following the consummation of the outstanding Offer for the purposes of voting upon the approval of the Merger Agreement. At any such meeting all Shares (including any Shares then owned by Purchaser), is generally required to approve Parent or the MergerPurchaser will be voted in favor of the approval of the Merger Agreement. If the Purchaser acquires, through the Offer or otherwise, voting power with respect to at least a majority two-thirds of the outstanding Shares, Shares (which would be the case if a majority of the shares outstanding are validly tendered Minimum Condition were satisfied and not withrawn (the "Minimum Condition") and Purchaser were to accept for payment Shares tendered pursuant to the Offer), it would have sufficient voting power to effect the Merger without the affirmative vote of any other stockholder of the Company. However, the DGCL "SHORT-FORM" MERGER PROCEDURE. The BCL also provides that that, if a parent company owns at least 90% of the outstanding shares of each class of stock of a subsidiary, the parent company can effect a 'may merge that subsidiary into the parent company pursuant to the "short-form' " merger with that subsidiary procedures without prior notice to, or the action of approval of, the other stockholders of the subsidiary. Accordingly, if, as a result In order to consummate the Merger pursuant to these provisions of the Offer or otherwiseBCL, the Purchaser acquires or controls the voting power of would have to own at least 90% of the outstanding Shares. The Merger Agreement provides that Parent may elect to merge the Company with and into the Purchaser rather than merge the Purchaser with and into the Company. This provision is intended to give the Purchaser the ability to use the "short-form" merger procedure provided in the BCL if it acquires at least 90% of the outstanding Shares. If the Purchaser acquires at least 90% of the outstanding Shares pursuant to the Offer or otherwise, it intends to evaluate the feasibility of merging the Company into the Purchaser could, and intends to, effect the Merger under this procedure without prior notice to, or any action by, any other stockholder of the Company. Conditions to the Merger. The Merger Agreement provides that the Merger is subject to the satisfaction of certain conditions, including the following: (i) if required by applicable law, the Merger Agreement shall have been approved by the affirmative vote of the Company's stockholders by the requisite vote in accordance with applicable law, (ii) no statute, rule, regulation, executive order, decree, or injunction shall have been enacted, entered, promulgated, or enforced by any court or governmental authority which is in effect and has the effect of prohibiting the consummation of the Merger and (iii) Purchaser shall have accepted for payment and paid for Shares tendered pursuant to the Offer. Termination of the Merger Agreement. The Merger Agreement may be terminated at any time prior to the effective time of the Merger, notwithstanding approval by the stockholders of the Company, (i) by mutual written consent duly authorized by the Boards of Directors of the Company, Parent and Purchaser; (ii) by either the Company or Parent: (a) if the Offer terminates or expires in accordance with its terms without Purchaser having purchased any Shares pursuant to the Offer; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of any such condition; (b) if Shares have not been accepted for payment pursuant to the Offer on or prior to August 1, 1995; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of the Offer to be consummated; or (c) if any court of competent jurisdiction or any other governmental body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; (iii) by the Company if the Offer has not been timely commenced and such failure to commence shall be in violation of the Merger Agreement; (iv) by Parent or Purchaser if the Company fails to perform in any material respect any of its obligations under the Merger Agreement or the Option Agreement or if the Offer shall not have been commenced because of the occurrence of any event or circumstance set forth in Section 14 (i.e., failure to satisfy the Minimum Condition, no expiration of any applicable waiting period under the Xxxx Xxxxx Xxxxxx Act and certain other governmental actions); (v) by the Company in respect of a superior proposal (provided the Company shall have paid Parent the Termination Fee and the Expense Fee) as described; or (vi) by the Company if Parent or Purchaser fails to perform in any material respect any of its obligations under this Agreement. In the event the Merger Agreement is terminated as described in this paragraph, the Merger Agreement will become void and there will be no liability or obligation on the part of the Company, Purchaser or Parent, except with respect to certain specified provisions (including the provisions described below under 'Fees and Expenses') and except to the extent that such termination results from the willful and material breach by a party of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Takeover Proposals. The Merger Agreement provides that the Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any director, officer or employee of or any investment banker, attorney or other advisor or representative of the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any takeover proposal (as defined below) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any takeover proposal; provided, however, that prior to the acceptance for payment of Shares pursuant to the Offer, to the extent required by the fiduciary obligations of the Board of Directors of the Company (as determined in good faith by the Board of Directors based on the advice of outside counsel), the Company may upon receipt by the Company of an unsolicited written, bona fide takeover proposal, furnish information with respect to the Company pursuant to a customary confidentiality agreement (containing 'standstill' provisions no less onerous than in the Confidentiality Agreements dated June 28, 1994 between the Company and Parent) and participate in negotiations regarding such takeover proposal. The Merger Agreement defines 'takeover proposal' as any proposal for a merger or other business combination involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, an equity interest in, not less than 25% of the outstanding voting securities of, or assets representing not less than 25% of the annual revenues or net earnings of the Company or any of its subsidiaries. The Merger Agreement provides that neither the Board of Directors of the Company nor any committee thereof will (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser or Parent, the approval or recommendation by the Board of Directors of the Company or any such committee of the Merger Agreement, the Option Agreement, the Offer or the Merger, (ii) approve or recommend, or propose to approve or recommend, any takeover proposal or (iii) enter into any agreement with respect to any takeover proposal. Notwithstanding the foregoing, in the event the Board of Directors of the Company receives an unsolicited takeover proposal that, in the exercise of its fiduciary obligations (as determined in good faith by the Board of Directors and based on the advice of outside counsel), it determines to be a superior proposal (as defined below), the Board of Directors may (subject to the following sentences) withdraw or modify its approval or recommendation of the Merger Agreement, the Option Agreement, the Offer or the Merger, approve or recommend any such superior proposal, enter into an agreement with respect to such superior proposal or terminate the Merger Agreement, in each case at any time after the fifth business day following Parent's receipt of written notice (a 'Notice of Superior Proposal') advising Parent that the Board of Directors has received a superior proposal, specifying the material terms and conditions of such superior proposal and identifying the person making such superior proposal. The Company may take any of the foregoing actions pursuant to the preceding sentence only if (i) Purchaser has not accepted for payment Shares pursuant to the Offer, (ii) the Company is not otherwise in material breach of the Merger Agreement and (iii) the Company has paid to Parent the Termination Fee and the Expense Fee (as defined below). For purposes of the Merger Agreement, a 'superior proposal' means any bona fide takeover proposal on terms which the Board of Directors of the Company determines in its good faith reasonable judgment to be more favorable to the Company's stockholders than the Offer and the Merger. The Merger Agreement also provides that nothing contained therein will prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act. The Merger Agreement provides that the Company will promptly advise Parent orally and in writing of any request for information or of any takeover proposal, or any inquiry which could lead to any takeover proposal, the material terms and conditions of such inquiry or takeover proposal and the identity of the person making such request, takeover proposal or inquiry. Fees and Expenses. The Merger Agreement provides that the Company will pay to Parent in cash in immediately available funds by wire transfer to an account designated by Parent an amount equal to its reasonable out-of-pocket expenses (including, without limitation, fees and expenses of all counsel, printers, banks, accountants, and investment banking firms, and their respective agents but excluding fees to or expenses of financing sources for the Offer and the Merger) not exceeding $750,000 (the 'Expense Fee') and an additional fee of $1,000,000 (the 'Termination Fee'), if (i) there shall be a material breach by the Company of the Merger Agreement or (ii) the Company shall have delivered (or been obliged to deliver) to Parent a Notice of Superior Proposal or (iii) (x) at any time on or after the date of the Merger Agreement until one year following the termination of the Merger Agreement, any person or 'group'(within the meaning of Section 13(d)(3) of the Exchange Act) (other than Parent or any of its affiliates) shall have acquired, directly of indirectly, the Company, assets representing more than 50% of the revenues of the Company or more than 50% of the Shares then outstanding, and (y)(A) on or after the date of the Merger Agreement and prior to the expiration of the Offer, such person or group shall have made a takeover proposal, (B) the Offer, if required to have been commenced, shall have remained open until the scheduled expiration date immediately following the date such takeover proposal was first publicly announced and (C) the Merger Agreement shall have been terminated pursuant to the provisions of the Merger Agreement described in clause (ii)(a) under 'Termination of the Merger Agreement' above. In addition, the Merger Agreement provides that the Company will promptly pay the Expense Fee to Parent if the Merger Agreement is terminated for any reason other than by a breach by Parent of its obligations under the Merger Agreement. Conduct of Business by the Company. The Merger Agreement provides that, during the period from the date of the Merger Agreement to the acceptance of Shares for payment, the Company and its subsidiaries will each conduct its operations according to its ordinary and usual course of business. The Merger Agreement also provides that neither the Company nor any of its subsidiaries shall, without the prior written consent of Parent, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of (a) additional shares of capital stock of any class (including the Shares), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, or grant or accelerate.

VOTE REQUIRED TO APPROVE MERGER. The Under Delaware General Corporation Law ("DGCL") requireslaw, among other thingsif we acquire, that the adoption of any plan of merger or consolidation of the Company must be ap2proved by the Board of Directors and generally by the holders of the Company's outstanding voting securities. The Board of Directors of the Company has approved the Offer and the Merger; consequently, the only additional action of the Company that may be necessary pursuant to effect the Merger is approval by such stockholders if the short-form merger procedure described below is not available. Under the DGCL, the affirmative vote of holders of a majority of the outstanding Shares (including any Shares owned by Purchaser), is generally required to approve the Merger. If Purchaser acquires, through the Offer or otherwise, voting power with respect to at least a majority 90 percent of the outstanding Shares, (which would we will be able to complete the case if Merger without a majority vote of the shares Company's stockholders. In such event, we will take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after our acquisition of that number of Shares, without a meeting of the Company's stockholders. However, if we do not acquire at least 90 percent of the outstanding are validly tendered and not withrawn (the "Minimum Condition") and Purchaser were to accept for payment Shares tendered pursuant to the Offer), it would have sufficient voting power to effect the Merger without the vote of any other stockholder of the Company. However, the DGCL also provides that if a parent company owns at least 90% of each class of stock of a subsidiary, the parent company can effect a 'short-form' merger with that subsidiary without the action of the other stockholders of the subsidiary. Accordingly, if, as a result of the Offer or otherwise, Purchaser acquires or controls the voting power of at least 90% of the outstanding Shares, Purchaser could, otherwise and intends to, effect the Merger without prior notice to, or any action by, any other stockholder of the Company. Conditions to the Merger. The Merger Agreement provides that the Merger is subject to the satisfaction of certain conditions, including the following: (i) if required by applicable law, the Merger Agreement shall have been approved by the affirmative a vote of the Company's stockholders by the requisite vote in accordance with applicable is required under Delaware law, (ii) no statute, rule, regulation, executive order, decree, or injunction shall have been enacted, entered, promulgated, or enforced by any court or governmental authority which is in a significantly longer period of time will be required to effect and has the effect of prohibiting the consummation of Merger. Pursuant to the Merger Agreement, if a stockholders' vote is required to effect the Merger, and (iii) Purchaser shall we have accepted for payment and paid for more than 50 percent of the outstanding Shares tendered pursuant to the OfferOffer (such event, the "Appointment Time"), the Company has agreed to convene a meeting of its stockholders to consider and vote on the Merger as soon as practicable following the Appointment Time and the expiration of any subsequent offering period under the Merger Agreement. Termination The Company, acting through its board of directors, has further agreed that, if a stockholders' meeting is convened, the board of directors shall recommend that stockholders of the Company vote to approve the adoption of the Merger Agreement. The Merger Agreement may be terminated at any time prior to the effective time of the Merger, notwithstanding approval by the stockholders of the Company, (i) by mutual written consent duly authorized by the Boards of Directors of the Company, Parent and Purchaser; (ii) by either the Company or Parent: (a) if the Offer terminates or expires in accordance with its terms without Purchaser having purchased any Shares pursuant to the Offer; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of At any such condition; (b) if Shares have not been accepted for payment pursuant to the Offer on or prior to August 1meeting, 1995; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any of its obligations under the Merger Agreement results in the failure of the Offer to be consummated; or (c) if any court of competent jurisdiction or any other governmental body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have become final and nonappealable; (iii) by the Company if the Offer has not been timely commenced and such failure to commence shall be in violation of the Merger Agreement; (iv) by Parent or Purchaser if the Company fails to perform in any material respect any of its obligations under the Merger Agreement or the Option Agreement or if the Offer shall not have been commenced because of the occurrence of any event or circumstance set forth in Section 14 (i.e., failure to satisfy the Minimum Condition, no expiration of any applicable waiting period under the Xxxx Xxxxx Xxxxxx Act and certain other governmental actions); (v) by the Company in respect of a superior proposal (provided the Company shall have paid Parent the Termination Fee and the Expense Fee) as described; or (vi) by the Company if Parent or Purchaser fails to perform in any material respect any of its obligations under this Agreement. In the event the Merger Agreement is terminated as described in this paragraph, the Merger Agreement will become void and there will be no liability or obligation on the part of the Company, Purchaser or Parent, except with respect to certain specified provisions (including the provisions described below under 'Fees and Expenses') and except to the extent that such termination results from the willful and material breach by a party of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement. Takeover Proposals. The Merger Agreement provides that the Company will not, nor will it permit any of its subsidiaries to, nor will it authorize or permit any director, officer or employee of or any investment banker, attorney or other advisor or representative of the Company or any of its subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage the submission of any takeover proposal (as defined below) or (ii) participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any takeover proposal; provided, however, that prior to the acceptance for payment of Shares pursuant to the Offer, to the extent required by the fiduciary obligations of the Board of Directors of the Company (as determined in good faith by the Board of Directors based on the advice of outside counsel), the Company may upon receipt by the Company of an unsolicited written, bona fide takeover proposal, furnish information with respect to the Company pursuant to a customary confidentiality agreement (containing 'standstill' provisions no less onerous than in the Confidentiality Agreements dated June 28, 1994 between the Company and Parent) and participate in negotiations regarding such takeover proposal. The Merger Agreement defines 'takeover proposal' as any proposal for a merger or other business combination involving the Company or any of its subsidiaries or any proposal or offer to acquire in any manner (including through a joint venture with the Company), directly or indirectly, an equity interest in, not less than 25% of the outstanding voting securities of, or assets representing not less than 25% of the annual revenues or net earnings of the Company or any of its subsidiaries. The Merger Agreement provides that neither the Board of Directors of the Company nor any committee thereof will (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser or Parent, the approval or recommendation by the Board of Directors of the Company or any such committee of the Merger Agreement, the Option Agreement, the Offer or the Merger, (ii) approve or recommend, or propose to approve or recommend, any takeover proposal or (iii) enter into any agreement with respect to any takeover proposal. Notwithstanding the foregoing, in the event the Board of Directors of the Company receives an unsolicited takeover proposal that, in the exercise of its fiduciary obligations (as determined in good faith by the Board of Directors and based on the advice of outside counsel), it determines to be a superior proposal (as defined below), the Board of Directors may (subject to the following sentences) withdraw or modify its approval or recommendation of the Merger Agreement, the Option Agreement, the Offer or the Merger, approve or recommend any such superior proposal, enter into an agreement with respect to such superior proposal or terminate the Merger Agreement, in each case at any time after the fifth business day following Parent's receipt of written notice (a 'Notice of Superior Proposal') advising Parent that the Board of Directors has received a superior proposal, specifying the material terms and conditions of such superior proposal and identifying the person making such superior proposal. The Company may take any of the foregoing actions pursuant to the preceding sentence only if (i) Purchaser has not accepted for payment Shares pursuant to the Offer, (ii) the Company is not otherwise in material breach of the Merger Agreement and (iii) the Company has paid to Parent the Termination Fee and the Expense Fee (as defined below). For purposes of the Merger Agreement, a 'superior proposal' means any bona fide takeover proposal on terms which the Board of Directors of the Company determines in its good faith reasonable judgment to be more favorable to the Company's stockholders than the Offer and the Merger. The Merger Agreement also provides that nothing contained therein will prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act. The Merger Agreement provides that the Company will promptly advise Parent orally and in writing of any request for information or of any takeover proposal, or any inquiry which could lead to any takeover proposal, the material terms and conditions of such inquiry or takeover proposal and the identity of the person making such request, takeover proposal or inquiry. Fees and Expenses. The Merger Agreement provides that the Company will pay to Parent in cash in immediately available funds by wire transfer to an account designated by Parent an amount equal to its reasonable out-of-pocket expenses (including, without limitation, fees and expenses of all counsel, printers, banks, accountants, and investment banking firms, and their respective agents but excluding fees to or expenses of financing sources for the Offer and the Merger) not exceeding $750,000 (the 'Expense Fee') and an additional fee of $1,000,000 (the 'Termination Fee'), if (i) there shall be a material breach by the Company of the Merger Agreement or (ii) the Company shall have delivered (or been obliged to deliver) to Parent a Notice of Superior Proposal or (iii) (x) at any time on or after the date of the Merger Agreement until one year following the termination of the Merger Agreement, any person or 'group'(within the meaning of Section 13(d)(3) of the Exchange Act) (other than Parent or any of its affiliates) shall have acquired, directly of indirectly, the Company, assets representing more than 50% of the revenues of the Company or more than 50% of the Shares then outstanding, owned by Parent and (y)(A) on or after the date Purchaser and any of Parent's other subsidiaries will be voted in favor of the Merger Agreement and prior to the expiration of the Offer, such person or group shall have made a takeover proposal, (B) the Offer, if required to have been commenced, shall have remained open until the scheduled expiration date immediately following the date such takeover proposal was first publicly announced and (C) the Merger Agreement shall have been terminated pursuant to the provisions of the Merger Agreement described in clause (ii)(a) under 'Termination of the Merger Agreement' above. In addition, the Merger Agreement provides that the Company will promptly pay the Expense Fee to Parent if the Merger Agreement is terminated for any reason other than by a breach by Parent of its obligations under the Merger Agreement. Conduct of Business by the Company. The Merger Agreement provides that, during the period from the date of the Merger Agreement to the acceptance of Shares for payment, the Company and its subsidiaries will each conduct its operations according to its ordinary and usual course of business. The Merger Agreement also provides that neither the Company nor any of its subsidiaries shall, without the prior written consent of Parent, (i) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of (a) additional shares of capital stock of any class (including the Shares), or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, or grant or accelerateMerger.