WHICH WAS NOT SOLICITED ON OR
SUBSEQUENT TO THE DATE OF THIS AGREEMENT BY THE COMPANY, ANY OF ITS SUBSIDIARIES
OR ANY OF THE REPRESENTATIVES, AND WHICH DID NOT OTHERWISE RESULT FROM A BREACH
OF SECTION 5.2(A) HEREOF, THE BOARD OF DIRECTORS OF THE COMPANY MAY, SUBJECT TO
THE IMMEDIATELY FOLLOWING TWO SENTENCES, TERMINATE THIS AGREEMENT PURSUANT TO
AND SUBJECT TO THE TERMS OF SECTION 7.1(G) HEREOF AND, CONCURRENTLY WITH SUCH
TERMINATION, CAUSE THE COMPANY TO ENTER INTO AN AGREEMENT WITH A POTENTIAL
ACQUIROR WITH RESPECT TO A SUPERIOR PROPOSAL (A "SUPERIOR PROPOSAL AGREEMENT"),
BUT ONLY IF THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES, AFTER CONSULTATION
WITH ITS COUNSEL, THAT FAILURE TO TERMINATE THIS AGREEMENT AND ACCEPT THE
SUPERIOR PROPOSAL WOULD BE INCONSISTENT WITH THE FIDUCIARY DUTIES OF THE MEMBERS
OF SUCH BOARD OF DIRECTORS TO THE COMPANY'S SHAREHOLDERS UNDER APPLICABLE LAW.
SUCH ACTIONS MAY BE TAKEN BY THE COMPANY'S BOARD OF DIRECTORS ONLY IF IT HAS
DELIVERED TO PARENT PRIOR TO OR ON THE DATE OF THE SHAREHOLDERS MEETING WRITTEN
NOTICE OF THE INTENT OF THE COMPANY'S BOARD OF DIRECTORS TO TAKE THE ACTIONS
REFERRED TO IN THE PRECEDING SENTENCE, TOGETHER WITH A COPY OF THE RELATED
SUPERIOR PROPOSAL AGREEMENT AND A DESCRIPTION OF ANY TERMS OF THE TAKEOVER
PROPOSAL NOT CONTAINED THEREIN.
THE COMPANY'S BOARD OF DIRECTORS SHALL NOT
TERMINATE THIS AGREEMENT AND ENTER INTO A SUPERIOR PROPOSAL AGREEMENT PURSUANT
TO THIS SECTION 5.2(E) UNTIL THE END OF THE THIRD BUSINESS DAY FOLLOWING
DELIVERY OF SUCH NOTICE TO PARENT, AFTER WHICH, THE COMPANY'S BOARD OF
DIRECTORS, TAKING INTO ACCOUNT SUCH MATTERS AS THEY DEEM PERTINENT (INCLUDING,
WITHOUT LIMITATION, THE LIKELIHOOD OF CONSUMMATION, THE RELEVANT TRADING
MARKETS, AND THE LIQUIDITY OF ANY SECURITIES OFFERED IN CONNECTION WITH THE
TAKEOVER PROPOSAL, AS WELL AS ANY INDICATIONS FROM PARENT THAT IT WILL MAKE AN
ALTERNATIVE PROPOSAL), MAY PROCEED WITH SUCH SUPERIOR PROPOSAL AND ENTER INTO A
SUPERIOR PROPOSAL AGREEMENT WITH THE POTENTIAL ACQUIROR IN CONNECTION THEREWITH.
(F)
THE COMPANY PROMPTLY, AND IN ANY EVENT
WITHIN 48 HOURS, SHALL ADVISE PARENT ORALLY AND IN WRITING OF THE SUBMISSION OF
ANY TAKEOVER PROPOSAL, THE IDENTITY OF THE PERSON MAKING ANY SUCH TAKEOVER
PROPOSAL AND THE MATERIAL TERMS OF ANY SUCH TAKEOVER PROPOSAL; PROVIDED,
HOWEVER, THAT PARENT SHALL NOT INTERFERE WITH THE COMPANY, THE BOARD OF
DIRECTORS OF THE COMPANY OR THE SPECIAL COMMITTEE WITH RESPECT TO ANY SUCH
TAKEOVER PROPOSAL (INCLUDING ANY DELIBERATIONS RELATED TO ANY SUCH TAKEOVER
PROPOSAL OR ANY MATTER RELATED THERETO).
THE COMPANY SHALL KEEP PARENT FULLY
INFORMED OF THE STATUS AND MATERIAL TERMS OF ANY SUCH TAKEOVER PROPOSAL.
Section 5.3
Preparation of Proxy Statement;
Shareholders Meeting.
(A)
AS PROMPTLY AS REASONABLY PRACTICABLE AFTER
THE EXECUTION OF THIS AGREEMENT, THE COMPANY SHALL FILE THE PROXY STATEMENT WITH
THE SEC.
THE COMPANY SHALL OBTAIN AND FURNISH THE INFORMATION REQUIRED TO BE
INCLUDED IN THE PROXY STATEMENT
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and shall respond promptly to any comments made by the SEC with respect to the
preliminary Proxy Statement and cause the definitive