THE
PURPOSE OF SECURING THE PARENT STOCKHOLDERS' APPROVAL, (II) DISTRIBUTE TO ITS
STOCKHOLDERS THE PARENT PROXY IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE
LAW AND ITS CERTIFICATE OF INCORPORATION AND BYLAWS, WHICH PARENT PROXY SHALL
CONTAIN THE RECOMMENDATION OF THE PARENT BOARD OF DIRECTORS THAT ITS
STOCKHOLDERS APPROVE THIS AGREEMENT, (III) SUBJECT TO SECTION 7.3 AND ARTICLE X,
RECOMMEND APPROVAL OF THE MERGER AND THIS AGREEMENT THROUGH ITS BOARD OF
DIRECTORS, (IV) SUBJECT TO SECTION 7.3 AND ARTICLE X, USE COMMERCIALLY
REASONABLE EFFORTS TO SOLICIT FROM ITS STOCKHOLDERS PROXIES TO SECURE THE PARENT
STOCKHOLDERS' APPROVAL, AND (V) COOPERATE AND CONSULT WITH TARGET WITH RESPECT
TO EACH OF THE FOREGOING MATTERS."
SECTION 6.
AMENDMENT AND RESTATEMENT OF SECTION 7.15(A).
SECTION 7.15(A) OF THE MERGER AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS
ENTIRETY TO READ AS FOLLOWS:
"
(A)
PARENT AND TARGET SHALL PROMPTLY
(I) PREPARE AND FILE WITH THE SEC A PRELIMINARY VERSION OF THE PROXY/PROSPECTUS
AND WILL USE COMMERCIALLY REASONABLE EFFORTS TO RESPOND TO THE COMMENTS OF THE
SEC IN CONNECTION THEREWITH AND TO FURNISH ALL INFORMATION REQUIRED TO PREPARE
THE DEFINITIVE PROXY/PROSPECTUS, (II) PREPARE AND MAIL THE PARENT PROXY TO THE
PARENT'S STOCKHOLDERS AND WILL USE COMMERCIALLY REASONABLE EFFORTS TO FURNISH
ALL INFORMATION REQUIRED TO PREPARE SUCH PARENT PROXY AND (III) PREPARE AND
PUBLISH AN ADMISSION DOCUMENT IN RELATION TO PARENT AND TARGET (THE "READMISSION
DOCUMENT"), WHICH SHALL BE COMPILED IN ACCORDANCE WITH THE AIM RULES AND PARENT
AND TARGET SHALL FURNISH ALL RELEVANT INFORMATION REQUIRED TO PUBLISH THE
READMISSION DOCUMENT, PROCURE THE ACCEPTANCE OF RESPONSIBILITY OF ANY DIRECTOR
OR PROPOSED DIRECTOR OF PARENT IN CONNECTION WITH THE READMISSION DOCUMENT, THE
ENGAGEMENT OF ANY COMPETENT PERSON IN ACCORDANCE WITH THE AIM RULES AND THE
ENGAGEMENT OF ANY OTHER ADVISER THAT MAY BE REQUIRED SO THAT PARENT MAY BE
APPROVED AND RE-ADMITTED TO THE AIM.
AT ANY TIME FROM (AND INCLUDING) THE
INITIAL FILING WITH THE SEC OF THE PROXY/PROSPECTUS, PARENT SHALL FILE WITH THE
SEC THE REGISTRATION STATEMENT CONTAINING THE PROXY/PROSPECTUS SO LONG AS PARENT
SHALL HAVE PROVIDED TO TARGET A COPY OF THE REGISTRATION STATEMENT CONTAINING
THE PROXY/PROSPECTUS AT LEAST TEN (10) DAYS PRIOR TO ANY FILING THEREOF AND ANY
SUPPLEMENT OR AMENDMENT AT LEAST TWO (2) DAYS PRIOR TO ANY FILING THEREOF.
SUBJECT TO THE FOREGOING SENTENCE, PARENT AND TARGET SHALL JOINTLY DETERMINE THE
DATE THAT THE REGISTRATION STATEMENT IS FILED WITH THE SEC AND THE DATE THAT
PARENT SHALL BE RE-ADMITTED TO LISTING ON AIM.
PARENT AND TARGET SHALL USE
COMMERCIALLY REASONABLE EFFORTS (I) TO HAVE THE REGISTRATION STATEMENT DECLARED
EFFECTIVE UNDER THE SECURITIES ACT AS PROMPTLY AS PRACTICABLE AFTER SUCH FILING
AND (II) USE COMMERCIALLY REASONABLE EFFORTS TO ACHIEVE THE INTENDED DATE FOR
RE-ADMISSION TO LISTING ON AIM INCLUDING INSTRUCTING PARENT'S NOMINATED ADVISER
TO FILE SUCH NECESSARY NOTICES WITH AIM AS MAY BE REQUIRED TO EFFECT PARENT'S
LISTING ON AIM.
PARENT SHALL ALSO TAKE ANY ACTION (OTHER THAN QUALIFYING TO DO
BUSINESS IN ANY JURISDICTION IN WHICH IT IS NOT NOW SO QUALIFIED OR