(B)
IN THE EVENT THAT (I) THE PURCHASE OPTION
HAS BEEN EXERCISED, IN WHOLE OR IN PART WITH RESPECT TO ANY SHAREHOLDER, (II)
THE MERGER IS CONSUMMATED AND (III) PARENT AND PURCHASER HAVE INCREASED THE
PRICE PER SHARE OF EITHER THE COMPANY COMMON STOCK PAYABLE IN THE MERGER ABOVE
THE EXERCISE PRICE SET FORTH IN SECTION 10(A) (IT BEING UNDERSTOOD THAT THE
PAYMENT OF ANY AMOUNTS PURSUANT TO THE EXERCISE OF DISSENTERS' RIGHTS WILL NOT
BE CONSIDERED FOR THIS PURPOSE), PARENT SHALL PAY TO EACH SHAREHOLDER FROM WHOM
PARENT OR PURCHASER PURCHASED PURCHASE OPTION SHARES, WITHIN TWO BUSINESS DAYS
FOLLOWING THE EFFECTIVE TIME OF THE MERGER, BY CERTIFIED CHECK OR OFFICIAL BANK
CHECK IN IMMEDIATELY AVAILABLE FUNDS OR BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS, AS SUCH SHAREHOLDER MAY DIRECT, AN AMOUNT EQUAL TO THE EXCESS
OF (A) THE PRICE PER SHARE PAID FOR THE COMPANY COMMON STOCK IN THE MERGER OVER
(B) THE EXERCISE PRICE OF THE COMPANY COMMON STOCK, PURCHASED BY PARENT OR
PURCHASER FROM SUCH SHAREHOLDER UPON EXERCISE OF THE PURCHASE OPTION.
SECTION 11.
EXERCISE OF PURCHASE OPTION.
(A)
SUBJECT TO THE CONDITIONS SET FORTH IN
SECTION 13 HEREOF, THE PURCHASE OPTION MAY BE EXERCISED BY PARENT OR PURCHASER,
IN WHOLE OR IN PART, AT ANY TIME OR FROM TIME TO TIME AFTER THE OCCURRENCE OF
ANY TRIGGER EVENT (AS DEFINED BELOW).
THE COMPANY SHALL NOTIFY PARENT PROMPTLY
IN WRITING OF THE OCCURRENCE OF ANY TRIGGER EVENT, IT BEING UNDERSTOOD THAT THE
GIVING OF SUCH NOTICE BY THE COMPANY OR THE SHAREHOLDER IS NOT A CONDITION TO
THE RIGHT OF PARENT OR PURCHASER TO EXERCISE THE PURCHASE OPTION.
IN THE EVENT
PARENT OR PURCHASER WISHES TO EXERCISE THE PURCHASE OPTION, PARENT SHALL DELIVER
TO EACH SHAREHOLDER A WRITTEN NOTICE (AN "EXERCISE NOTICE") SPECIFYING THE TOTAL
NUMBER OF SHARES IT WISHES TO PURCHASE FROM SUCH SHAREHOLDER.
EACH CLOSING OF A
PURCHASE OF SHARES (A "CLOSING") WILL OCCUR AT A PLACE, ON A DATE AND AT A TIME
DESIGNATED BY PARENT OR PURCHASER IN AN EXERCISE NOTICE DELIVERED AT LEAST FIVE
BUSINESS DAYS PRIOR TO THE DATE OF THE CLOSING.
(B)
A "TRIGGER EVENT" MEANS ANY ONE OF THE
FOLLOWING: (I) THE OFFER HAS EXPIRED BUT, DUE TO THE FAILURE OF THE SHAREHOLDER
IN BREACH OF THIS AGREEMENT TO VALIDLY
8
TENDER AND NOT WITHDRAW ALL OF THE THEN OUTSTANDING SHARES BENEFICIALLY OWNED BY
SUCH SHAREHOLDER, THE PURCHASER HAS NOT ACCEPTED FOR PAYMENT OR PAID FOR ANY
SHARES PURSUANT TO THE OFFER OR (II) THE OFFER HAS EXPIRED AND THE PARENT OR
PURCHASER HAS WAIVED THE MINIMUM CONDITION AND ACCEPTED ANY SHARES FOR PURCHASE
PURSUANT TO THE OFFER.
(C)
IF REQUESTED BY PARENT AND PURCHASER IN THE
EXERCISE NOTICE AND ONLY IF NECESSARY AND SUFFICIENT TO ACHIEVE THE MINIMUM
CONDITION (TOGETHER WITH OTHER SIMILARLY PLACED SHAREHOLDERS), SUCH SHAREHOLDER
SHALL EXERCISE ALL OPTIONS (TO THE EXTENT EXERCISABLE) AND OTHER RIGHTS
(INCLUDING CONVERSION OR EXCHANGE RIGHTS) BENEFICIALLY OWNED BY SUCH SHAREHOLDER
AND SHALL SELL THE SHARES ACQUIRED PURSUANT TO SUCH