STOCKHOLDERS OF THE COMPANY ON ANY MATTER ("VOTING
DEBT").
(C)
CORPORATE AUTHORITY; APPROVAL AND FAIRNESS.
(I)
THE COMPANY HAS
ALL REQUISITE CORPORATE POWER AND AUTHORITY AND HAS TAKEN ALL CORPORATE ACTION
NECESSARY IN ORDER TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT AND TO CONSUMMATE, SUBJECT ONLY TO APPROVAL OF THIS AGREEMENT BY THE
HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES (THE "COMPANY REQUISITE VOTE"),
THE MERGER.
THIS AGREEMENT IS A VALID AND BINDING AGREEMENT OF THE COMPANY
ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER, REORGANIZATION, MORATORIUM AND
SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS
AND TO GENERAL EQUITY PRINCIPLES (THE "BANKRUPTCY AND EQUITY EXCEPTION").
-9-
(II)
THE BOARD OF DIRECTORS OF THE COMPANY (A) HAS APPROVED THIS
AGREEMENT AND THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY AND
(B) HAS RECEIVED THE OPINION OF ITS FINANCIAL ADVISOR, MORGAN STANLEY & CO., TO
THE EFFECT THAT THE EXCHANGE RATIO PURSUANT TO THIS AGREEMENT IS FAIR FROM A
FINANCIAL POINT OF VIEW TO HOLDERS OF THE SHARES (OTHER THAN PARENT AND ITS
AFFILIATES (AS DEFINED IN RULE 12B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (THE "EXCHANGE ACT"))), A COPY OF WHICH OPINION HAS BEEN DELIVERED TO
PARENT.
(D)
GOVERNMENTAL FILINGS; NO VIOLATIONS; CERTAIN CONTRACTS.
(I)
OTHER THAN THE FILINGS AND/OR NOTICES (A) PURSUANT TO SECTION 1.3,
(B) UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENT ACT OF 1976, AS AMENDED
(THE "HSR ACT"), THE EXCHANGE ACT AND THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), (C) TO COMPLY WITH STATE SECURITIES OR "BLUE-SKY" LAWS,
(D) REQUIRED TO BE MADE WITH THE NASDAQ NATIONAL MARKET AND (E) TO COMPLY WITH
FOREIGN ANTITRUST AND UNFAIR COMPETITION LAWS, NO NOTICES, REPORTS OR OTHER
FILINGS ARE REQUIRED TO BE MADE BY THE COMPANY WITH, NOR ARE ANY CONSENTS,
REGISTRATIONS, APPROVALS, PERMITS OR AUTHORIZATIONS REQUIRED TO BE OBTAINED BY
THE COMPANY FROM, ANY GOVERNMENTAL OR REGULATORY AUTHORITY, AGENCY, COMMISSION,
BODY OR OTHER GOVERNMENTAL ENTITY, WHETHER FEDERAL, STATE, LOCAL OR FOREIGN
("GOVERNMENTAL ENTITY"), IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY THE COMPANY AND THE CONSUMMATION BY THE COMPANY OF THE MERGER AND
THE OTHER TRANSACTIONS CONTEMPLATED.
NEITHER PARENT NOR MERGER SUB IS, OR WILL
BE, REQUIRED TO MAKE ANY FILINGS AND/OR NOTICES TO COMPLY WITH STATE BILL PAYER,
CASH CHECKER, MONEY TRANSMITTER OR SIMILAR LAWS IN CONNECTION WITH THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
(II)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE
COMPANY DO NOT, AND THE CONSUMMATION BY THE COMPANY OF THE MERGER AND THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT, CONFLICT WITH, RESULT IN A BREACH OR
VIOLATION OR IMPOSITION OF ANY LIEN, CHARGE OR ENCUMBRANCE UPON ANY PROPERTY OR
ASSETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES PURSUANT TO (A) THE CERTIFICATE
OF INCORPORATION OR BY-LAWS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) THE
TERMS OF ANY INDENTURE, CONTRACT, LEASE, MORTGAGE, DEED OF TRUST, NOTE