COMMITTEE DETERMINE, BASED ON SUCH
MATTERS AS THEY REASONABLY DEEM PERTINENT, INCLUDING, WITHOUT LIMITATION, THE
LIKELIHOOD OF CONSUMMATION, THE RELEVANT TRADING MARKETS, AND THE LIQUIDITY OF
ANY SECURITIES OFFERED IN CONNECTION WITH THE TAKEOVER PROPOSAL, IS SUPERIOR AS
COMPARED WITH THE MERGER FROM A FINANCIAL POINT OF VIEW, AND (II) WITH RESPECT
TO WHICH, IF THE TAKEOVER PROPOSAL (X) IS SUBJECT TO A FINANCING CONDITION OR
(Y) INVOLVES CONSIDERATION THAT IS NOT ENTIRELY CASH OR DOES NOT PERMIT
SHAREHOLDERS TO RECEIVE THE PAYMENT OF THE OFFERED CONSIDERATION IN RESPECT OF
ALL SHARES AT THE SAME TIME (UNLESS THERE IS A CASH PAYMENT AT CLOSING OF AT
LEAST $2.61 PER SHARE), THE COMPANY'S BOARD OF DIRECTORS AND THE SPECIAL
COMMITTEE HAVE BEEN FURNISHED WITH THE WRITTEN OPINION OF THE FINANCIAL ADVISOR
TO THE SPECIAL COMMITTEE THAT (IN THE CASE OF CLAUSE (X)) THE TAKEOVER PROPOSAL
IS READILY FINANCEABLE AND (IN THE CASE OF CLAUSE (Y)) THE TAKEOVER PROPOSAL
PROVIDES A HIGHER VALUE PER SHARE, FROM A FINANCIAL POINT OF VIEW, THAN THE
CONSIDERATION PER SHARE TO BE PAID TO THE COMPANY'S SHAREHOLDERS PURSUANT TO THE
MERGER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 5.2, NO
TAKEOVER PROPOSAL OTHERWISE SATISFYING THE CRITERIA OF A SUPERIOR PROPOSAL SHALL
BE DEEMED TO BE A SUPERIOR PROPOSAL IF THE POTENTIAL ACQUIROR OR, IN THE CASE OF
AN ENTITY, ANY OF ITS OWNERS OR KEY EXECUTIVES (COLLECTIVELY, "UNLICENSED
PERSONS"), DOES NOT POSSESS, AT THE TIME SAID TAKEOVER PROPOSAL IS MADE TO THE
COMPANY, ALL REQUIRED REGULATORY LICENSES AND APPROVALS, INCLUDING, WITHOUT
LIMITATION, GAMING INDUSTRY LICENSES AND APPROVALS FROM ALL GAMING REGULATORS IN
ALL JURISDICTIONS IN WHICH THE COMPANY AND/OR ITS AFFILIATES THEN CONDUCT
BUSINESS, NECESSARY IN ORDER FOR SAID POTENTIAL ACQUIROR TO LAWFULLY CONDUCT A
BUSINESS SIMILAR TO THAT THEN CONDUCTED BY THE COMPANY IN EACH SUCH
JURISDICTION, UNLESS THE SPECIAL COMMITTEE AFFIRMATIVELY DETERMINES, PRIOR TO
THE COMPANY'S ENTERING INTO ANY AGREEMENT (OTHER THAN A CONFIDENTIALITY
AGREEMENT MEETING THE REQUIREMENTS OF PARAGRAPH (C) SUPRA) WITH THE POTENTIAL
ACQUIROR WITH RESPECT TO SAID TAKEOVER PROPOSAL, THAT IT IS SIGNIFICANTLY MORE
PROBABLE THAN NOT THAT ALL SUCH APPLICABLE LICENSES AND APPROVALS WILL BE
OBTAINED BY ALL OF THE UNLICENSED PERSONS PRIOR TO SEPTEMBER 1, 2004.
(E)
EXCEPT AS PROVIDED IN THIS SECTION 5.2,
NEITHER THE BOARD OF DIRECTORS OF THE COMPANY, NOR THE SPECIAL COMMITTEE, SHALL
(X) WITHDRAW OR MODIFY, OR
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PROPOSE TO WITHDRAW OR MODIFY, IN A MANNER ADVERSE TO PARENT OR MERGER SUB, THE
BOARD OF DIRECTORS' APPROVAL OR RECOMMENDATION OF THE MERGER OR THIS AGREEMENT,
(Y) APPROVE ANY LETTER OF INTENT, AGREEMENT IN PRINCIPLE, ACQUISITION AGREEMENT
OR SIMILAR AGREEMENT (OTHER THAN A CONFIDENTIALITY AGREEMENT IN CONNECTION WITH
A POTENTIAL SUPERIOR PROPOSAL WHICH IS ENTERED INTO BY THE COMPANY IN ACCORDANCE
WITH SECTION 5.2(C) HEREOF) RELATING TO ANY TAKEOVER PROPOSAL, OR (Z) APPROVE OR
RECOMMEND, OR PROPOSE TO APPROVE OR RECOMMEND, ANY TAKEOVER PROPOSAL.
NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, IN RESPONSE TO A SUPERIOR PROPOSAL