THAT ALL OF ITS DIRECTORS AND EXECUTIVE
OFFICERS PRESENTLY INTEND EITHER TO TENDER THEIR SHARES OF COMPANY COMMON STOCK
PURSUANT TO THE OFFER OR (SOLELY IN THE CASE OF DIRECTORS AND EXECUTIVE OFFICERS
WHO WOULD AS A
4
result of the tender incur liability under Section 16(b) of the Exchange Act) to
vote in favor of the Merger.
(B)
THE COMPANY SHALL FILE WITH THE SEC ON THE
DATE OF THE COMMENCEMENT OF THE OFFER A SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 (TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO AND
INCLUDING THE EXHIBITS THERETO, THE "SCHEDULE 14D-9") WHICH SHALL COMPLY IN ALL
MATERIAL RESPECTS WITH THE PROVISIONS OF APPLICABLE FEDERAL SECURITIES LAWS, AND
WILL CONTAIN SUCH RECOMMENDATIONS OF THE BOARD IN FAVOR OF THE OFFER AND THE
MERGER, AND SHALL DISSEMINATE THE SCHEDULE 14D-9 AS REQUIRED BY RULE 14D-9
PROMULGATED UNDER THE EXCHANGE ACT AND SHALL MAIL SUCH SCHEDULE 14D-9 TOGETHER
WITH THE OFFER DOCUMENTS THAT ARE MAILED TO THE COMPANY'S SHAREHOLDERS.
THE
COMPANY SHALL DELIVER THE PROPOSED FORMS OF THE SCHEDULE 14D-9 AND THE EXHIBITS
THERETO TO PARENT WITHIN A REASONABLE TIME PRIOR TO THE COMMENCEMENT OF THE
OFFER FOR REVIEW AND COMMENT BY PARENT AND ITS COUNSEL.
PARENT AND ITS COUNSEL
SHALL BE GIVEN A REASONABLE OPPORTUNITY TO PROMPTLY REVIEW ANY AMENDMENTS AND
SUPPLEMENTS TO THE SCHEDULE 14D-9 AND THE EXHIBITS THERETO PRIOR TO THEIR FILING
WITH THE SEC OR DISSEMINATION TO SHAREHOLDERS OF THE COMPANY.
THE COMPANY
AGREES TO PROVIDE PARENT AND ITS COUNSEL IN WRITING ANY COMMENTS THAT THE
COMPANY OR ITS COUNSEL MAY RECEIVE FROM THE SEC OR ITS STAFF WITH RESPECT TO THE
SCHEDULE 14D-9 PROMPTLY AFTER RECEIPT THEREOF.
EACH OF THE COMPANY, PARENT AND
PURCHASER SHALL PROMPTLY CORRECT ANY INFORMATION PROVIDED BY IT FOR USE IN THE
SCHEDULE 14D-9 THAT SHALL HAVE BECOME FALSE OR MISLEADING IN ANY MATERIAL
RESPECT AND THE COMPANY FURTHER AGREES TO TAKE ALL STEPS NECESSARY TO CAUSE SUCH
SCHEDULE 14D-9 AS SO CORRECTED TO BE FILED WITH THE SEC AND DISSEMINATED TO THE
SHAREHOLDERS OF THE COMPANY, AS AND TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL
SECURITIES LAWS.
SECTION 1.3.
STOCKHOLDER LISTS.
IN
CONNECTION WITH THE OFFER, THE COMPANY SHALL PROMPTLY FURNISH TO, OR CAUSE TO BE
FURNISHED TO, PARENT AND PURCHASER MAILING LABELS, SECURITY POSITION LISTINGS,
ANY NON-OBJECTING BENEFICIAL OWNER LISTS AND ANY AVAILABLE LISTING OR COMPUTER
FILE CONTAINING THE NAMES AND ADDRESSES OF THE RECORD HOLDERS OF SHARES OF
COMPANY COMMON STOCK AS OF A RECENT DATE AND OF THOSE PERSONS BECOMING RECORD
HOLDERS SUBSEQUENT TO SUCH DATE (TO THE EXTENT AVAILABLE), TOGETHER WITH ALL
OTHER RELEVANT, MATERIAL INFORMATION IN THE COMPANY'S POSSESSION OR CONTROL
REGARDING THE BENEFICIAL OWNERS OF SHARES OF COMPANY COMMON STOCK AND SHALL
FURNISH PARENT AND PURCHASER WITH SUCH INFORMATION AND ASSISTANCE AS PARENT,
PURCHASER OR THEIR RESPECTIVE AGENTS MAY REASONABLY REQUEST IN COMMUNICATING THE
OFFER TO THE RECORD AND BENEFICIAL HOLDERS OF SHARES OF COMPANY COMMON STOCK.
SUBJECT TO THE REQUIREMENTS OF LAW, AND EXCEPT FOR SUCH STEPS AS ARE NECESSARY