ANY TAKEOVER
PROPOSAL, RECEIVED BY THEM OR ANY OF THEIR AFFILIATES AND SHALL (I) DESCRIBE THE
MATERIAL TERMS AND CONDITIONS OF SUCH REQUEST, TAKEOVER PROPOSAL OR INQUIRY AND
THE IDENTITY OF THE PERSON MAKING SUCH REQUEST, TAKEOVER PROPOSAL OR INQUIRY AND
(II) IMMEDIATELY DELIVER TO THE OTHER A COPY OF ANY SUCH REQUEST, TAKEOVER
PROPOSAL OR INQUIRY MADE IN WRITING. THE COMPANY AND PARENT WILL
13
EACH KEEP THE OTHER FULLY INFORMED OF THE STATUS AND DETAILS (INCLUDING
AMENDMENTS OR PROPOSED AMENDMENTS) OF ANY SUCH REQUEST, TAKEOVER PROPOSAL OR
INQUIRY.
(C)
NOTHING CONTAINED IN THIS SECTION 6.02 SHALL PROHIBIT THE COMPANY
FROM TAKING AND DISCLOSING TO ITS SHAREHOLDERS A POSITION CONTEMPLATED BY RULE
14E-2(A) PROMULGATED UNDER THE EXCHANGE ACT OR FROM MAKING ANY DISCLOSURE TO THE
COMPANY'S SHAREHOLDERS IF, IN THE OPINION OF THE BOARD OF DIRECTORS OF THE
COMPANY, AFTER CONSULTATION WITH COUNSEL, FAILURE SO TO DISCLOSE WOULD BE
INCONSISTENT WITH ITS FIDUCIARY DUTIES TO THE COMPANY'S SHAREHOLDERS; PROVIDED,
HOWEVER, THAT NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS NOR ANY COMMITTEE
THEREOF SHALL, EXCEPT AS PERMITTED BY SECTION 6.02(A), WITHDRAW OR MODIFY, OR
PROPOSE TO WITHDRAW OR MODIFY, ITS POSITION WITH RESPECT TO THE MERGER OR
APPROVE OR RECOMMEND, OR PROPOSE TO APPROVE OR RECOMMEND, A TAKEOVER PROPOSAL.
ARTICLE VII
ADDITIONAL AGREEMENTS
SECTION 7.01.
PREPARATION OF THE PROXY STATEMENT AND SCHEDULE 13E-3.
THE
COMPANY SHALL PROMPTLY PREPARE AND FILE WITH THE SEC PRELIMINARY AND FINAL
VERSIONS OF THE PROXY STATEMENT AND A SCHEDULE 13E-3 RELATING TO THE MERGER (THE
"SCHEDULE 13E-3").
THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO
HAVE THE PROXY STATEMENT CLEARED BY THE SEC AND MAILED TO ITS SHAREHOLDERS AT
THE EARLIEST PRACTICABLE DATE. THE COMPANY SHALL COOPERATE AND CONSULT WITH
PARENT WITH RESPECT TO THE PROXY STATEMENT AND THE SCHEDULE 13E-3 AND ANY
RELATED SEC COMMENTS. THE COMPANY COVENANTS THAT (A) THE PROXY STATEMENT AND THE
SCHEDULE 13E-3 WILL COMPLY IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE
EXCHANGE ACT AND THE RULES AND REGULATIONS THEREUNDER AND (B) AS OF THE DATE OF
MAILING OF THE PROXY STATEMENT AND AT THE TIME OF THE MEETING OF THE COMPANY'S
SHAREHOLDERS TO BE HELD IN CONNECTION WITH THE MERGER, THE PROXY STATEMENT AND
THE SCHEDULE 13E-3 WILL NOT CONTAIN ANY UNTRUE STATEMENT OF MATERIAL FACT OR
OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY ARE MADE, NOT MISLEADING; PROVIDED THAT NO REPRESENTATION IS MADE BY THE
COMPANY WITH RESPECT TO ANY INFORMATION INCLUDED IN THE PROXY STATEMENT AND THE
SCHEDULE 13E-3 REGARDING PARENT OR ITS SUBSIDIARIES SUPPLIED BY PARENT IN
WRITING SPECIFICALLY FOR INCLUSION IN THE PROXY STATEMENT AND THE SCHEDULE
13E-3.
SECTION 7.02.
ACCESS TO INFORMATION.
THE COMPANY SHALL (AND SHALL CAUSE EACH
OF ITS SUBSIDIARIES TO) AFFORD TO THE OFFICERS, EMPLOYEES, ACCOUNTANTS, COUNSEL
AND OTHER REPRESENTATIVES OF PARENT, ACCESS, DURING NORMAL BUSINESS HOURS DURING
THE PERIOD PRIOR TO THE EFFECTIVE TIME,