BY EITHER A MAJORITY OF THE BUYERS OR THE
COMPANY PURSUANT TO SECTION 12(B)(III), BY A MAJORITY OF THE BUYERS PURSUANT TO
SECTION 12(C)(III) OR BY A MAJORITY OF THE BUYERS PURSUANT TO SECTION 12(C)(IV),
AND (2) WITHIN 12 MONTHS (OR 6 MONTHS IF A TERMINATION OCCURS PURSUANT TO
SECTION 12(B)(III) AND NO COMPETING PROPOSAL HAS BEEN PUBLICLY DISCLOSED PRIOR
TO THE DATE OF THE COMPANY SHAREHOLDERS MEETING) FOLLOWING THE DATE OF SUCH
TERMINATION, THE COMPANY ENTERS INTO A DEFINITIVE AGREEMENT PROVIDING FOR THE
IMPLEMENTATION OF ANY COMPETING PROPOSAL OR CONSUMMATES ANY COMPETING PROPOSAL,
IN WHICH EVENT PAYMENT WILL BE MADE ON OR PRIOR TO THE DATE ON WHICH THE COMPANY
ENTERS INTO SUCH DEFINITIVE AGREEMENT OR CONSUMMATES SUCH COMPETING PROPOSAL, AS
APPLICABLE.
(II)
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT BE OBLIGATED
TO PAY OR CAUSE TO BE PAID TO STERLING THE TERMINATION FEE PURSUANT TO
SECTION 12(F)(I)(C) ABOVE IF ALL OF THE FOLLOWING CONDITIONS HAVE BEEN MET:
(A) THIS AGREEMENT HAS BEEN
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TERMINATED BY A MAJORITY OF THE BUYERS PURSUANT TO SECTION 12(B)(I), (B) NO
COMPETING PROPOSAL HAS BEEN RECEIVED BY THE COMPANY OR PUBLICLY DISCLOSED PRIOR
TO THE DATE OF THE NOTICE OF TERMINATION, (C) EACH OF THE CONDITIONS SET FORTH
IN SECTIONS 9 AND 11 HAS BEEN SATISFIED, OTHER THAN (1) THOSE CONDITIONS THAT
ONLY CAN BE SATISFIED AT CLOSING, AND (2) EITHER OF THE CONDITIONS SET FORTH IN
SECTION 11(F), (D) THE COMPANY IS READY, WILLING AND ABLE TO SATISFY AT CLOSING
EACH OF THE CONDITIONS DESCRIBED IN CLAUSE (C)(1) OF THIS SECTION 12(F)(II),
(E) THE COMPANY HAS SATISFIED IN ALL MATERIAL RESPECTS ALL OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, INCLUDING PURSUANT TO SECTION 4(G) AND OTHERWISE WITH
RESPECT TO SATISFACTION OF THE CONDITIONS SET FORTH IN SECTION 11(F), AND (F) ON
THE OUTSIDE DATE, THE COMPANY DELIVERS TO STERLING A CERTIFICATE IN THE FORM
ATTACHED HERETO AS EXHIBIT I, DULY EXECUTED BY THE CHIEF EXECUTIVE OFFICER OF
THE COMPANY, TO THE FOREGOING EFFECT.
(III)
EACH OF THE COMPANY AND EACH OF THE BUYERS ACKNOWLEDGES THAT THE
AGREEMENTS CONTAINED IN THIS SECTION 12(F) ARE AN INTEGRAL PART OF THE
TRANSACTIONS, THAT WITHOUT THESE AGREEMENTS THE COMPANY AND EACH OF THE BUYERS
WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, AND THAT ANY AMOUNTS PAYABLE
PURSUANT TO THIS SECTION 12(F) DO NOT CONSTITUTE A PENALTY. IF THE COMPANY FAILS
TO PAY AS DIRECTED IN WRITING BY STERLING ANY AMOUNTS DUE TO ACCOUNTS DESIGNATED
BY STERLING PURSUANT TO THIS SECTION 12(F) WITHIN THE TIME PERIODS SPECIFIED IN
THIS SECTION 12(F), THE COMPANY SHALL PAY THE COSTS AND EXPENSES (INCLUDING
REASONABLE LEGAL FEES AND EXPENSES) INCURRED BY STERLING IN CONNECTION WITH ANY
ACTION, INCLUDING THE FILING OF ANY LAWSUIT, TAKEN TO COLLECT PAYMENT OF SUCH
AMOUNTS, TOGETHER WITH INTEREST ON SUCH UNPAID AMOUNTS AT THE PRIME LENDING RATE
PREVAILING DURING SUCH PERIOD AS PUBLISHED IN THE WALL STREET JOURNAL PLUS 500
BASIS POINTS, CALCULATED ON A DAILY BASIS FROM THE DATE SUCH AMOUNTS WERE
REQUIRED TO BE