OF PARENT SPECIFICALLY FOR
INCLUSION IN THE PROXY STATEMENT.
NONE OF THE INFORMATION SUPPLIED BY THE
COMPANY SPECIFICALLY FOR INCLUSION IN THE PROXY STATEMENT SHALL, AT THE TIME THE
PROXY STATEMENT IS MAILED OR AT THE TIME OF THE SHAREHOLDER MEETING OR AT THE
EFFECTIVE TIME, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE
ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE
THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING; PROVIDED HOWEVER THAT THE COMPANY MAKES NO REPRESENTATION
OR WARRANTY AS TO ANY OF THE INFORMATION RELATING TO AND SUPPLIED BY OR ON
BEHALF OF PARENT AND PURCHASER SPECIFICALLY FOR INCLUSION IN THE PROXY
STATEMENT.
THE LETTER TO SHAREHOLDERS, NOTICE OF MEETING, PROXY STATEMENT AND
FORM OF PROXY, OR THE INFORMATION STATEMENT, AS THE CASE MAY BE, TO BE
DISTRIBUTED TO SHAREHOLDERS IN CONNECTION WITH THE MERGER, OR ANY SCHEDULE
REQUIRED TO BE FILED BY THE COMPANY WITH THE SEC IN CONNECTION THEREWITH,
TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS THERETO, ARE COLLECTIVELY REFERRED
TO HEREIN AS THE "PROXY STATEMENT."
IF, AT ANY TIME PRIOR TO THE EFFECTIVE
TIME, ANY EVENT RELATING TO THE COMPANY OR ANY OF ITS AFFILIATES, OFFICERS OR
DIRECTORS IS DISCOVERED BY THE COMPANY THAT SHOULD BE SET FORTH IN A SUPPLEMENT
TO THE PROXY STATEMENT, THE COMPANY WILL PROMPTLY INFORM PARENT AND PURCHASER
AND PREPARE, FILE AND DISSEMINATE SUCH SUPPLEMENT AS MAY BE REQUIRED BY
APPLICABLE LAW.
SECTION 3.7.
CONSENTS AND APPROVALS; NO
VIOLATION.
SUBJECT TO OBTAINING THE COMPANY SHAREHOLDER APPROVAL (IF REQUIRED
UNDER THE PBCL) AND THE TAKING OF THE ACTIONS DESCRIBED IN THE IMMEDIATELY
SUCCEEDING SENTENCE, EXCEPT AS SET FORTH IN SECTION 3.7 OF THE COMPANY
DISCLOSURE SCHEDULE, THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT,
THE TENDER AND OPTION AGREEMENT AND THE TOP-UP OPTION AGREEMENT DO NOT, AND THE
CONSUMMATION OF THE TRANSACTIONS (INCLUDING THE CHANGES IN OWNERSHIP OF SHARES
OF COMPANY COMMON STOCK OR THE COMPOSITION OF THE BOARD OF DIRECTORS OF THE
COMPANY) AND COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT, THE TENDER AND
OPTION AGREEMENT AND THE TOP-UP OPTION AGREEMENT WILL NOT, CONFLICT WITH, OR
RESULT IN ANY VIOLATION OF, OR DEFAULT (WITH OR WITHOUT NOTICE OR LAPSE OF TIME,
OR BOTH) UNDER, OR GIVE RISE TO A RIGHT OF TERMINATION, CANCELLATION OR
ACCELERATION OF ANY OBLIGATION OR LOSS OF A MATERIAL BENEFIT UNDER, OR RESULT IN
THE CREATION OF ANY LIEN UPON ANY OF THE MATERIAL PROPERTIES OR ASSETS OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES UNDER, OR RESULT IN THE TERMINATION OF, OR
REQUIRE THAT ANY CONSENT BE OBTAINED OR ANY NOTICE BE GIVEN WITH RESPECT TO, (I)
THE ARTICLES OF INCORPORATION OR BYLAWS OF THE COMPANY OR THE COMPARABLE CHARTER
OR ORGANIZATIONAL DOCUMENTS OF ANY OF ITS SUBSIDIARIES, (II) ANY LOAN OR CREDIT
AGREEMENT, NOTE, BOND, MORTGAGE, INDENTURE, LEASE, LICENSE OR OTHER AGREEMENT,
INSTRUMENT, CONTRACT OR PERMIT APPLICABLE TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR THEIR RESPECTIVE