THE OFFER
The completion of the Offer shall be conditional upon the satisfaction of the
conditions contained in the Press Announcement (the "Offer Conditions"), any of
which can be unilaterally waived by Lawson, except as set forth in the Press
Announcement.
Lawson may withdraw the Offer in accordance with the Takeover
Rules.
Lawson shall extend the Offer for successive extension periods not in
excess of ten (10) business days per extension if, at the scheduled expiration
date of the Offer or any extension thereof, Conditions 1, 3, 4, 5, 6 (only to
the extent that a stockholder vote has not yet occurred), or 9 (only to the
extent any actions or events are not final or are subject to appeal) set forth
in the Press Announcement shall not have been satisfied or waived up through any
termination pursuant to Section 4.1.
4.
TERMINATION
4.1
TERMINATION.
THIS AGREEMENT MAY BE
TERMINATED (I) BY LAWSON ON WRITTEN NOTICE TO INTENTIA IF THE OFFER IS
TERMINATED OR WITHDRAWN BY LAWSON ON THE BASIS THAT IT IS CLEAR THAT ANY OF THE
CONDITIONS SET FORTH IN THE OFFER HAS NOT BEEN FULFILLED OR CANNOT BE FULFILLED,
(II) BY MUTUAL WRITTEN CONSENT OF BOTH PARTIES, (III) BY INTENTIA ON WRITTEN
NOTICE TO LAWSON UPON A LAWSON CHANGE OF RECOMMENDATION, (IV) BY EITHER PARTY IF
LAWSON'S STOCKHOLDERS SHALL NOT HAVE APPROVED THE MERGER AND THE ISSUANCE OF THE
OFFERED COMMON STOCK BY THE REQUIRED VOTE AT THE FIRST STOCKHOLDERS' MEETING
CALLED FOR THAT PURPOSE OR ANY ADJOURNMENT THEREOF, AND (V) BY EITHER PARTY IF
THE PUBLIC ANNOUNCEMENT OF THE SATISFACTION OF ALL CONDITIONS TO THE OFFER HAS
NOT BEEN MADE BY JANUARY 31, 2006 (THE "TERMINATION DATE"), PROVIDED HOWEVER,
THAT THE RIGHT TO TERMINATE UNDER THIS SECTION 4.1(V) SHALL NOT BE AVAILABLE TO
ANY PARTY WHOSE MATERIAL FAILURE TO FULFILL ANY OBLIGATION HEREUNDER HAS BEEN
THE PRINCIPAL CAUSE OF, OR RESULTED IN, THE FAILURE OF SUCH EXCHANGE OF THE
OFFERED COMMON STOCK BY THE TERMINATION DATE.
4.2
EFFECT OF TERMINATION.
IN THE EVENT OF THE
TERMINATION OF THIS AGREEMENT UNDER PARAGRAPH 4.1 ABOVE, THIS AGREEMENT SHALL BE
OF NO FURTHER FORCE OR EFFECT; PROVIDED, HOWEVER, THAT (I) THIS PARAGRAPH 4.2
(EFFECT OF TERMINATION), PARAGRAPH 4.3 (TERMINATION FEES), PARAGRAPH 5
(EXPENSES) AND PARAGRAPH 11 (GOVERNING LAW) SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT AND SHALL REMAIN IN FULL FORCE AND EFFECT, AND (II) THE
TERMINATION OF THIS AGREEMENT SHALL NOT RELIEVE ANY PARTY FROM ANY LIABILITY FOR
ANY MATERIAL BREACH OF ANY WARRANTY, COVENANT OR OTHER PROVISION CONTAINED IN
THIS AGREEMENT.
4.3
TERMINATION FEES. (A) IF (I) THE PUBLIC
ANNOUNCEMENT OF THE SATISFACTION OF ALL CONDITIONS TO THE OFFER HAS NOT OCCURRED
BY THE TERMINATION DATE, (II) AFTER THE DATE HEREOF AN
6
ACQUISITION PROPOSAL WITH RESPECT TO LAWSON WAS MADE OR RENEWED AND NOT
WITHDRAWN PRIOR TO THE TERMINATION DATE, AND (III) WITHIN 12 MONTHS FOLLOWING
THE TERMINATION DATE AN ACQUISITION TRANSACTION WITH RESPECT TO LAWSON IS
CONSUMMATED OR A DEFINITIVE AGREEMENT FOR AN ACQUISITION