FORM OF ACQUISITION OF OR BY THE COMPANY IN
WHICH THE COMPANY'S STOCKHOLDERS IMMEDIATELY PRIOR TO THE TRANSACTION RETAIN
LESS THAN 50% OF THE VOTING POWER OF OR ECONOMIC INTEREST IN THE SURVIVING OR
RESULTING ENTITY (OR ITS PARENT), OR A SALE OF THE COMPANY'S ASSETS IN EXCESS OF
A MAJORITY OF THE COMPANY'S ASSETS (VALUED AT FAIR MARKET VALUE AS DETERMINED IN
GOOD FAITH BY THE BOARD).
(F)
INJUNCTIVE RELIEF.
THE COMPANY AND WP
HEREBY DECLARE THAT IT IS IMPOSSIBLE TO MEASURE IN MONEY THE DAMAGES WHICH WILL
ACCRUE TO THE PARTIES HERETO BY REASON OF THE FAILURE OF ANY PARTY TO PERFORM
ANY OF ITS OBLIGATIONS SET FORTH IN THIS SECTION 5.5.
THEREFORE, THE COMPANY
AND WP SHALL HAVE THE RIGHT TO SPECIFIC PERFORMANCE OF SUCH OBLIGATIONS, AND IF
ANY PARTY HERETO SHALL INSTITUTE ANY ACTION OR PROCEEDING TO ENFORCE THE
PROVISIONS HEREOF, EACH OF THE COMPANY AND WP HEREBY WAIVE THE CLAIM OR DEFENSE
THAT THE PARTY INSTITUTING SUCH ACTION OR PROCEEDING HAS AN ADEQUATE REMEDY AT
LAW.
5.6.
Consents and Approvals; Proxy Statement
(A)
FROM AND AFTER THE DATE HEREOF, THE COMPANY
SHALL USE ITS REASONABLE BEST EFFORTS TO OBTAIN AS PROMPTLY AS PRACTICABLE ANY
CONSENT OR APPROVAL OF ANY PERSON, INCLUDING ANY REGULATORY AUTHORITY, REQUIRED
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
(B)
FROM AND AFTER THE DATE OF THE INITIAL
CLOSING, THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO OBTAIN AS PROMPTLY
AS PRACTICABLE ANY VOTE OF STOCKHOLDERS NECESSARY FOR APPROVAL OF THE EXCHANGE
("STOCKHOLDER APPROVAL").
IN FURTHERANCE OF THE FOREGOING STATEMENT, AS
PROMPTLY AS REASONABLY PRACTICABLE AFTER THE DATE HEREOF AND IN ANY EVENT NO
LATER THAN MARCH 25, 2005, THE COMPANY SHALL PREPARE AND FILE WITH THE SEC, AND
SHALL USE ITS REASONABLE BEST EFFORTS TO HAVE CLEARED BY THE SEC, A PRELIMINARY
PROXY STATEMENT, AND AS SOON AS PRACTICABLE THEREAFTER (SUBJECT TO APPLICABLE
WAITING PERIODS UNDER THE EXCHANGE ACT, REVIEW BY THE SEC OR AS REQUIRED BY THE
ORGANIZATIONAL DOCUMENTS AND APPLICABLE LAW) FILE WITH THE SEC AND PROMPTLY
THEREAFTER MAIL A DEFINITIVE PROXY STATEMENT TO THE COMPANY'S STOCKHOLDERS (THE
"PROXY STATEMENT").
THE PROXY STATEMENT SHALL CONTAIN THE RECOMMENDATION OF THE
BOARD, TO THE EXTENT CONSISTENT WITH ITS FIDUCIARY DUTIES, THAT THE COMPANY'S
STOCKHOLDERS APPROVE THE EXCHANGE IN ACCORDANCE WITH THE ORGANIZATIONAL
DOCUMENTS AND APPLICABLE LAW, INCLUDING WITHOUT LIMITATION, THE REQUIREMENTS OF
NASD RULE 4350.
WP WILL BE GIVEN A REASONABLE OPPORTUNITY TO REVIEW AND COMMENT
ON DRAFTS OF THE PROXY STATEMENT AND THE COMPANY WILL USE ITS REASONABLE BEST
EFFORTS TO ACCEPT COMMENTS THERETO GIVEN BY WP AND ITS REPRESENTATIVES.
THE
COMPANY SHALL PROMPTLY TAKE ALL ACTION NECESSARY IN ACCORDANCE WITH APPLICABLE
LAW AND ITS ORGANIZATIONAL DOCUMENTS TO CONVENE A MEETING OF THE COMPANY'S
STOCKHOLDERS, NO LATER THAN MAY 30, 2005 OR, IF SUCH DATE IS IMPRACTICABLE DUE
TO REVIEW BY THE SEC, AS SOON AS PRACTICABLE THEREAFTER.
TO THE EXTENT
CONSISTENT WITH ITS FIDUCIARY DUTIES, THE COMPANY SHALL USE ITS REASONABLE BEST
EFFORTS TO SOLICIT FROM THE COMPANY'S