IN EACH SUCH CASE REFERRED TO IN CLAUSE (B), (C) OR (D) ABOVE, THE
BOARD OF DIRECTORS OF THE COMPANY DETERMINES IN GOOD FAITH (AFTER CONSULTATION
WITH ITS OUTSIDE LEGAL COUNSEL) THAT SUCH ACTION IS NECESSARY IN ORDER FOR ITS
DIRECTORS TO COMPLY WITH THEIR RESPECTIVE FIDUCIARY DUTIES UNDER APPLICABLE LAW
AND THE BOARD OF DIRECTORS DETERMINES IN GOOD FAITH (AFTER CONSULTATION WITH ITS
FINANCIAL ADVISOR) THAT SUCH ACQUISITION PROPOSAL IS, OR IS REASONABLY LIKELY TO
RESULT IN, A SUPERIOR PROPOSAL.
A "SUPERIOR PROPOSAL" IS AN ACQUISITION
PROPOSAL THAT, IF ACCEPTED, WOULD BE REASONABLY LIKELY TO BE CONSUMMATED (TAKING
INTO ACCOUNT THE LEGAL, FINANCIAL AND REGULATORY ASPECTS OF THE PROPOSAL) AND
WOULD, IF CONSUMMATED, RESULT IN A TRANSACTION MORE FAVORABLE TO THE COMPANY'S
STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW THAN THE TRANSACTION CONTEMPLATED BY
THIS AGREEMENT.
THE COMPANY AGREES THAT IT WILL IMMEDIATELY CEASE AND CAUSE TO
BE TERMINATED ANY EXISTING ACTIVITIES, DISCUSSIONS OR NEGOTIATIONS WITH ANY
PARTIES CONDUCTED HERETOFORE WITH RESPECT TO ANY ACQUISITION PROPOSAL.
THE
COMPANY AGREES THAT IT WILL TAKE THE NECESSARY STEPS TO PROMPTLY INFORM THE
INDIVIDUALS OR ENTITIES REFERRED TO IN THE FIRST SENTENCE HEREOF OF THE
OBLIGATIONS UNDERTAKEN IN THIS SECTION 6.2 AND IN THE CONFIDENTIALITY AGREEMENT
(AS DEFINED IN SECTION 9.7).
THE COMPANY AGREES THAT IT WILL NOTIFY PARENT
IMMEDIATELY IF ANY SUCH INQUIRIES, PROPOSALS OR OFFERS ARE RECEIVED BY, ANY SUCH
INFORMATION IS REQUESTED FROM, OR ANY SUCH DISCUSSIONS OR NEGOTIATIONS ARE
SOUGHT TO BE INITIATED OR CONTINUED WITH, ANY OF ITS REPRESENTATIVES INDICATING,
IN CONNECTION WITH SUCH NOTICE, THE NAME OF SUCH PERSON AND THE MATERIAL TERMS
AND CONDITIONS OF ANY PROPOSALS OR OFFERS.
THE COMPANY ALSO AGREES THAT IT WILL
PROMPTLY REQUEST EACH PERSON THAT HAS HERETOFORE EXECUTED A CONFIDENTIALITY
AGREEMENT IN CONNECTION WITH ITS CONSIDERATION OF ACQUIRING IT OR ANY OF ITS
SUBSIDIARIES TO RETURN OR DESTROY ALL CONFIDENTIAL INFORMATION HERETOFORE
FURNISHED TO SUCH PERSON BY OR ON BEHALF OF IT OR ANY OF ITS SUBSIDIARIES.
6.3.
INFORMATION SUPPLIED.
THE COMPANY AND PARENT EACH AGREES, AS TO
ITSELF AND ITS SUBSIDIARIES, THAT NONE OF THE INFORMATION EXPRESSLY SUPPLIED OR
TO BE SUPPLIED BY IT OR ITS SUBSIDIARIES FOR INCLUSION OR INCORPORATION BY
REFERENCE IN (I) THE REGISTRATION STATEMENT ON FORM S-4 TO BE FILED WITH THE SEC
BY PARENT IN CONNECTION WITH THE ISSUANCE OF SHARES OF PARENT COMMON STOCK IN
THE MERGER (INCLUDING THE PROXY STATEMENT AND PROSPECTUS (THE "PROSPECTUS/PROXY
STATEMENT") CONSTITUTING A PART THEREOF) (THE "S-4 REGISTRATION STATEMENT")
WILL, AT THE TIME THE S-4 REGISTRATION STATEMENT BECOMES EFFECTIVE UNDER THE
SECURITIES ACT, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE
ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING, AND (II) THE PROSPECTUS/PROXY STATEMENT AND ANY AMENDMENT OR
SUPPLEMENT THERETO WILL, AT THE DATE OF MAILING TO STOCKHOLDERS AND AT THE TIMES
OF THE MEETINGS OF STOCKHOLDERS OF THE COMPANY TO BE HELD IN