(I) APPROVED THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING THE OFFER, AND (II) RESOLVED (SUBJECT TO SECTION 4.01) TO RECOMMEND
THAT THE COMPANY'S STOCKHOLDERS TENDER THEIR SHARES IN THE OFFER.
(B)
THE COMPANY SHALL, OR SHALL CAUSE ITS TRANSFER AGENT TO, AS PROMPTLY
AS PRACTICABLE FURNISH PARENT WITH (I) A LIST OF ITS STOCKHOLDERS AND COMPUTER
DISK AND LAYOUT CONTAINING THE NAMES AND ADDRESSES OF ALL RECORD HOLDERS OF
SHARES, (II) A NOBO LIST AND COMPUTER DISK CONTAINING THE STOCKHOLDER
INFORMATION ON THE NOBO LIST AS OF THE MOST RECENT PRACTICABLE DATE, (III) A
CURRENT SECURITIES PARTICIPANT LIST FROM DTC AND A COPY IN ELECTRONIC FORM OF
ANY SUCH LIST FOR ALL DATES IN THE COMPANY'S OR ITS TRANSFER AGENT'S POSSESSION
SINCE DECEMBER 31, 2008, (IV) ONLINE ACCESS TO THE DTC SYSTEM FOR PARENT'S
INFORMATION AGENT FOR THE OFFER, OKAPI PARTNERS, TO OBTAIN ON A DAILY BASIS
GOING FORWARD DTC PARTICIPANT LISTS IN ELECTRONIC FORM AND (V) SUCH ADDITIONAL
INFORMATION (INCLUDING UPDATED INFORMATION ON ANY SHARES HELD IN ANY EMPLOYEE
PLANS, TRANSFER SHEETS ADDRESS CORRECTIONS) AND SUCH OTHER ASSISTANCE AS PARENT
OR ITS INFORMATION AGENT FOR THE OFFER MAY REASONABLY REQUEST IN CONNECTION WITH
THE OFFER.
(C)
SUBSTANTIALLY CONCURRENTLY WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE COMPANY (I) SHALL FILE WITH THE SEC AND, TO THE EXTENT REQUIRED
BY APPLICABLE U.S. FEDERAL SECURITIES LAWS, DISSEMINATE TO HOLDERS OF SHARES AN
AMENDMENT TO THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 FILED
BY THE COMPANY ON JULY 30, 2009 (TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS
THERETO, THE "SCHEDULE 14D-9") THAT SHALL REFLECT THE RECOMMENDATIONS OF THE
SPECIAL COMMITTEE REFERRED TO ABOVE AND (II)
SHALL JOIN AS A RULE 13E-3 FILING
PERSON WITH PARENT, PURCHASER AND MERGER SUBSIDIARY ON THE SCHEDULE TO (AND EACH
AMENDMENT THERETO).
EACH OF THE COMPANY, PARENT, PURCHASER AND MERGER
SUBSIDIARY AGREES PROMPTLY TO CORRECT ANY INFORMATION PROVIDED BY IT FOR USE IN
THE SCHEDULE 14D-9 IF AND TO THE EXTENT THAT SUCH INFORMATION SHALL HAVE BECOME
FALSE OR MISLEADING IN ANY MATERIAL RESPECT.
THE COMPANY SHALL USE REASONABLE
BEST EFFORTS TO CAUSE THE SCHEDULE 14D-9 AS SO CORRECTED TO BE FILED WITH THE
SEC AND TO BE DISSEMINATED TO HOLDERS OF SHARES, IN EACH CASE AS AND TO THE
EXTENT REQUIRED BY APPLICABLE U.S. FEDERAL SECURITIES LAWS.
PARENT, PURCHASER,
MERGER SUBSIDIARY AND THEIR COUNSEL SHALL BE GIVEN A REASONABLE OPPORTUNITY TO
REVIEW AND COMMENT ON ANY AMENDMENT TO THE SCHEDULE 14D-9 EACH TIME BEFORE IT IS
FILED WITH THE SEC, AND THE COMPANY SHALL GIVE REASONABLE AND GOOD FAITH
CONSIDERATION TO ANY COMMENTS MADE BY PARENT, PURCHASER, MERGER SUBSIDIARY AND
THEIR COUNSEL.
THE COMPANY SHALL PROVIDE PARENT, PURCHASER, MERGER SUBSIDIARY
AND THEIR COUNSEL WITH (X) ANY COMMENTS OR OTHER COMMUNICATIONS, WHETHER WRITTEN
OR ORAL, THAT THE COMPANY, THE SPECIAL COMMITTEE OR THEIR RESPECTIVE COUNSEL MAY
RECEIVE FROM TIME TO TIME FROM THE SEC OR ITS STAFF WITH RESPECT TO THE SCHEDULE
14D-9 PROMPTLY AFTER RECEIPT OF THOSE COMMENTS OR OTHER COMMUNICATIONS AND (Y) A
REASONABLE OPPORTUNITY