THAT IF ON THE
END DATE (AS DETERMINED BEFORE ANY EXTENSION THEREOF PURSUANT TO THIS PROVISO)
ALL CONDITIONS SET FORTH IN SECTIONS 9.1, 9.2 AND 9.3 HAVE BEEN SATISFIED
(TREATING SUCH DATE AS IF IT WERE THE CLOSING DATE) (OTHER THAN THE ANTITRUST
CONDITIONS AND THE DELIVERY OF THE OFFICER'S CERTIFICATES CONTEMPLATED BY
SECTIONS 9.2(A) AND 9.3(A)), THEN EITHER THE COMPANY OR PARENT MAY EXTEND THE
END DATE TO AUGUST 6, 2007 BY DELIVERY OF WRITTEN NOTICE OF SUCH EXTENSION TO
THE OTHER ON OR WITHIN FIVE BUSINESS DAYS PRIOR TO THE END DATE (AS SO EXTENDED,
THE "END DATE");
(II)
IF ANY GOVERNMENTAL ENTITY OF COMPETENT JURISDICTION SHALL HAVE
ISSUED AN ORDER, DECREE OR RULING OR TAKEN ANY OTHER ACTION PERMANENTLY
RESTRAINING, ENJOINING OR OTHERWISE PROHIBITING THE MERGER, IN EITHER CASE, (A)
ON THE BASIS THAT THE MERGER AND THE TRANSACTIONS CONTEMPLATED THEREBY ARE
VIOLATIVE OF ANY ANTITRUST LAW OR (B) FOR ANY REASON OTHER THAN AS CONTEMPLATED
BY SECTION 10.1(B)(II)(A), AND, IN EACH CASE, SUCH ORDER DECREE, RULING OR
ACTION SHALL HAVE BECOME FINAL AND NONAPPEALABLE; PROVIDED, HOWEVER, THAT THE
RIGHT TO TERMINATE UNDER THIS SECTION 10.1(B)(II) SHALL NOT BE
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AVAILABLE TO ANY PARTY WHOSE MATERIAL BREACH OF THIS AGREEMENT HAS BEEN THE
PRINCIPAL CAUSE OF SUCH ACTION; OR
(III)
THE COMPANY STOCKHOLDER MEETING (OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF) HAS BEEN CONVENED AND CONCLUDED AND THE COMPANY
STOCKHOLDER APPROVAL SHALL NOT HAVE BEEN OBTAINED; OR
(C)
BY THE COMPANY,
(I)
IF A BREACH OF OR FAILURE TO PERFORM IN ANY MATERIAL RESPECT ANY
REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT SET FORTH IN THIS AGREEMENT BY
PARENT OR ACQUIROR SHALL HAVE OCCURRED WHICH BREACH OR FAILURE TO PERFORM WOULD
GIVE RISE TO THE FAILURE OF A CONDITION SET FORTH IN SECTION 9.1 OR 9.2, AND, IF
CURABLE, SUCH BREACH OR FAILURE HAS NOT BEEN CURED WITHIN TWENTY (20) DAYS (BUT
NOT BEYOND THE END DATE) AFTER THE RECEIPT OF WRITTEN NOTICE THEREOF FROM THE
COMPANY, OR SUCH BREACH OR FAILURE IS NOT REASONABLY CAPABLE OF BEING CURED
WITHIN TWENTY (20) DAYS (BUT NOT BEYOND THE END DATE) AFTER THE RECEIPT OF
WRITTEN NOTICE THEREOF FROM THE COMPANY; PROVIDED THAT THE COMPANY MAY NOT
TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 10.1(C)(I) IF IT IS IN
MATERIAL BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS AND
OBLIGATIONS UNDER THIS AGREEMENT SO AS TO CAUSE ANY OF THE CONDITIONS SET FORTH
IN SECTION 9.1 OR 9.3 NOT TO BE SATISFIED; OR
(II)
IN RESPONSE TO A SUPERIOR PROPOSAL AS CONTEMPLATED BY SECTION
6.3(D), PROVIDED, HOWEVER, THAT TERMINATION OF THIS AGREEMENT PURSUANT TO THIS
SECTION 10.1(C)(II) SHALL NOT BE EFFECTIVE UNTIL THE TERMINATION FEE HAS BEEN
PAID TO ACQUIROR IN ACCORDANCE WITH SECTION 10.2(B)(II); OR
(III)
IF THE EFFECTIVE TIME SHALL NOT HAVE OCCURRED ON OR BEFORE THE
DATE REQUIRED PURSUANT TO SECTION 2.1(D) DUE TO PARENT OR ACQUIROR'S FAILURE TO
EFFECT THE CLOSING IN BREACH OF THIS AGREEMENT, AND AT THE TIME OF SUCH
TERMINATION (TREATING SUCH DATE OF