RECLASSIFICATION OF THE COMMON STOCK (OTHER THAN A CHANGE IN
PAR VALUE, OR FROM PAR VALUE TO NO PAR VALUE, OR FROM NO PAR VALUE TO PAR VALUE,
OR AS A RESULT OF AN EVENT SPECIFIED IN SECTION 2(A)), ANY CONSOLIDATION OF THE
COMPANY WITH, OR MERGER OF THE COMPANY INTO, ANY OTHER PERSON, ANY MERGER OF
ANOTHER PERSON INTO THE COMPANY (OTHER THAN A MERGER WHICH DOES NOT RESULT IN A
RECLASSIFICATION, CONVERSION, EXCHANGE OR CANCELLATION OF OUTSTANDING SHARES OF
COMMON STOCK), ANY SALE OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
THE COMPANY OR ANY COMPULSORY SHARE EXCHANGE AND PURSUANT TO ANY OF WHICH THE
COMMON STOCK IS CONVERTED INTO THE RIGHT TO RECEIVE OTHER SECURITIES, CASH OR
OTHER PROPERTY (EACH OF THE FOREGOING, AN "EXTRAORDINARY TRANSACTION"), THEN THE
DEALER AND THE COMPANY SHALL NEGOTIATE IN GOOD FAITH TO AMEND THIS AGREEMENT TO
GIVE APPROPRIATE EFFECT TO THE EXTRAORDINARY TRANSACTION. IN THE EVENT THAT THE
PARTIES ARE UNABLE TO REACH AN AGREEMENT ON THE EARLIER OF (I) TWENTY (20)
TRADING DAYS PRIOR TO THE DATE, IF ANY, THAT IS SPECIFIED FOR THE CONSUMMATION
OF SUCH
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TRANSACTION UNDER THE GOVERNING LEGAL AGREEMENTS FOR SUCH TRANSACTION AND
(II) TEN (10) TRADING DAYS AFTER THE FIRST PUBLIC DISCLOSURE OF THE CONTEMPLATED
EXTRAORDINARY TRANSACTION (SUCH EARLIER DATE, THE "EARLY TERMINATION DATE"), (W)
THE TRANSACTION TERM SHALL BE DEEMED TO TERMINATE ON THE FIFTH TRADING DAY AFTER
THE EARLY TERMINATION DATE, (X) THE PROVISIONS OF SECTION 3(B)(I) SHALL BE VOID
AND OF NO FURTHER FORCE OR EFFECT FROM AND AFTER THE EARLY TERMINATION DATE, (Y)
THE FINAL SETTLEMENT DATE SHALL BE THE EIGHTH TRADING DAY AFTER THE EARLY
TERMINATION DATE AND (Z) THE FINAL SETTLEMENT VALUE SHALL BE DETERMINED IN A
COMMERCIALLY REASONABLE MANNER BY THE CALCULATION AGENT IN CONSULTATION WITH THE
COMPANY AND THE DEALER.
(C)
STOCK BORROW. IN THE EVENT THE DEALER
CANNOT BORROW A SUFFICIENT NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE
REMAINING NUMBER OF INITIAL SHARES NOT REPURCHASED PRIOR TO SUCH TIME AT AN
AVERAGE COST EQUAL TO THE SPREAD OR LESS, THE DEALER, MAY REQUEST A CHANGE TO
THE SPREAD TO DIRECTLY COMPENSATE FOR SUCH COST ABOVE THE SPREAD.
SECTION 3. COVENANTS.
(A)
THE COMPANY COVENANTS AND AGREES WITH THE DEALER:
(I)
DURING THE TRANSACTION TERM, (A) NEITHER
THE COMPANY NOR ANY OF ITS AFFILIATES SHALL TAKE ANY ACTION THAT WOULD CAUSE THE
PURCHASES BY THE DEALER PURSUANT TO SECTION 3(B)(I) OF THIS AGREEMENT NOT TO
COMPLY WITH THE PROVISIONS OF RULE 10B-18(B)(1) UNDER THE EXCHANGE ACT AS IF
SUCH PROVISIONS APPLIED AND (B) THE COMPANY WILL PROVIDE THE DEALER WITH ALL
INFORMATION NECESSARY FOR DEALER TO COMPLY WITH RULE 10B-18(B)(4) AS IF SUCH
PROVISIONS APPLIED;
(II)
DURING THE TRANSACTION TERM, TO PROMPTLY
NOTIFY THE DEALER TELEPHONICALLY (WHICH ORAL COMMUNICATION SHALL BE PROMPTLY
CONFIRMED BY TELECOPY TO THE DEALER) THAT AS A RESULT OF AN ACQUISITION OR OTHER
BUSINESS COMBINATION TRANSACTION OR FOR ANY
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OTHER REASON, THE COMPANY DETERMINES