CONSISTENT
WITH PAST PRACTICE OR (C) AS CONTEMPLATED BY THIS AGREEMENT;
(F)
GRANT TO ANY DIRECTOR OR OFFICER OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES (I) ANY INCREASE IN COMPENSATION, BONUS OR
OTHER BENEFITS OR (II) ANY INCREASE IN SEVERANCE OR TERMINATION PAY, IN EACH
CASE EXCEPT AS REQUIRED BY ANY EMPLOYMENT, SEVERANCE OR TERMINATION AGREEMENT IN
EFFECT AS OF THE DATE HEREOF;
(G)
(I) AMEND ANY PROVISION OF ANY EMPLOYEE
BENEFIT PLAN OR (II) ADOPT OR ENTER INTO ANY ARRANGEMENT THAT WOULD BE AN
EMPLOYEE BENEFIT PLAN, EXCEPT (A) TO THE EXTENT REQUIRED UNDER THE TERMS OF ANY
AGREEMENTS, TRUSTS, PLANS, FUNDS OR OTHER ARRANGEMENTS EXISTING AS OF THE DATE
HEREOF OR (B) TO THE EXTENT REQUIRED TO COMPLY WITH APPLICABLE LAW;
(H)
CHANGE ANY OF THE COMPANY'S ACCOUNTING
METHODS OR PRINCIPLES, EXCEPT AS REQUIRED BY GAAP OR APPLICABLE LAW;
(I)
COMMENCE OR SETTLE (I) ANY SUIT, ACTION
OR PROCEEDING RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
(II) ANY OTHER SUIT, ACTION OR PROCEEDING INVOLVING PAYMENTS BY OR TO THE
COMPANY OR ANY OF ITS SUBSIDIARIES IN EXCESS OF $2,000,000; OR
(J)
AUTHORIZE ANY OF, OR COMMIT, PROPOSE OR
AGREE TO TAKE ANY OF, THE FOREGOING ACTIONS.
SECTION 5.02
Action by Written Consent.
(A)
THE COMPANY SHALL USE ITS BEST EFFORTS TO
PREPARE AN INFORMATION STATEMENT RELATING TO THE MERGER AND THIS AGREEMENT AND
OBTAIN AND FURNISH THE INFORMATION REQUIRED TO BE INCLUDED BY THE EXCHANGE ACT,
INCLUDING REGULATION 14C THEREOF (SUCH INFORMATION STATEMENT, THE "INFORMATION
STATEMENT") AND RESPOND PROMPTLY TO ANY COMMENTS MADE BY THE SEC WITH RESPECT TO
THE INFORMATION STATEMENT AND CAUSE THE INFORMATION STATEMENT TO BE MAILED TO
ITS STOCKHOLDERS.
(B)
AS SOON AS PRACTICABLE FOLLOWING THE
PURCHASE OF AND PAYMENT FOR A MAJORITY OF THE OUTSTANDING SHARES OF COMPANY
COMMON STOCK ON A FULLY DILUTED BASIS BY MERGER SUB IN CONNECTION WITH THE
OFFER, MERGER SUB SHALL DELIVER ITS CONSENT, REPRESENTING A MAJORITY OF THE
OUTSTANDING SHARES OF COMPANY COMMON STOCK ON A FULLY DILUTED BASIS, TO APPROVE
THE MERGER BY WRITTEN CONSENT IN LIEU OF A MEETING IN ACCORDANCE WITH
SECTION 288 OF THE DGCL.
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(C)
NOTWITHSTANDING SECTION 5.02(A), BUT
SUBJECT TO ARTICLE VII HEREOF, IN THE EVENT THAT PARENT, MERGER SUB OR ANY OTHER
SUBSIDIARY OF PARENT SHALL ACQUIRE AT LEAST 90% OF THE OUTSTANDING COMPANY
COMMON STOCK FOLLOWING THE COMPLETION OF THE OFFER, THE PARTIES HERETO AGREE TO
TAKE ALL NECESSARY AND APPROPRIATE ACTION TO CAUSE THE MERGER TO BECOME
EFFECTIVE AS SOON AS PRACTICABLE AFTER THE ACCEPTANCE FOR PAYMENT OF AND PAYMENT
FOR COMPANY COMMON STOCK BY MERGER SUB PURSUANT TO THE OFFER WITHOUT A MEETING
OF STOCKHOLDERS OF THE COMPANY, IN ACCORDANCE WITH SECTION 253 OF THE DGCL.
ARTICLE VI
Additional Agreements
SECTION 6.01
Reasonable Best Efforts. Upon the terms and
subject to the conditions set forth in this Agreement, each of the parties
agrees to use its reasonable best efforts to take, or cause to be taken, all
actions, and to do, or