WIRE TRANSFER IN IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT SPECIFIED BY THE
SELLING INVESTOR) THE PURCHASE PRICE OF SUCH OFFERED SHARES TO BE PURCHASED BY
THE ELECTING PARTY, AND THE SELLING INVESTOR SHALL DELIVER STOCK CERTIFICATES
DULY ENDORSED FOR TRANSFER OR WITH DULY EXECUTED STOCK POWERS OR SIMILAR
INSTRUMENTS, OR SUCH OTHER INSTRUMENT OF TRANSFER OF SUCH TRANSFERRED SHARES AS
MAY BE REASONABLY REQUESTED BY THE ELECTING PARTY WITH ALL STOCK TRANSFER TAXES
PAID AND STAMPS AFFIXED.
IF ANY GOVERNMENTAL APPROVAL IS REQUIRED IN CONNECTION
WITH ANY SUCH PURCHASE OF OFFERED SHARES AND SUCH GOVERNMENTAL APPROVAL HAS NOT
BEEN COMPLETED OR OBTAINED ON OR PRIOR TO THE DATE SCHEDULED FOR CLOSING, THE
CLOSING OF THE PURCHASE OF ALL OFFERED SHARES SHALL TAKE PLACE ON THE THIRD
BUSINESS DAY AFTER SUCH GOVERNMENTAL APPROVAL HAS BEEN COMPLETED OR OBTAINED.
THE SELLING INVESTOR AND THE ELECTING PARTY SHALL EACH USE REASONABLE EFFORTS TO
COMPLETE OR OBTAIN ANY SUCH REQUIRED GOVERNMENTAL APPROVAL; PROVIDED, HOWEVER,
THAT NEITHER THE SELLING INVESTOR NOR THE ELECTING PARTY SHALL BE REQUIRED TO
AGREE TO ANY DIVESTITURE OR OPERATIONAL CONSTRAINT OR PAY ANY MATERIAL AMOUNT OF
MONEY (OTHER THAN THE FILING FEE PAYABLE IN CONNECTION WITH ANY NOTIFICATION
REQUIRED UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS
AMENDED, OR IN CONNECTION WITH ANY NOTIFICATION OR FILING UNDER ANY FOREIGN
COMPETITION LAWS WHICH SHALL BE PAID BY SUCH ELECTING PARTY) AS A CONDITION OF
OBTAINING SUCH GOVERNMENTAL APPROVAL.
IF EACH OF THE PARTIES HAS ACTED IN GOOD
FAITH TO COMPLETE OR OBTAIN ANY SUCH REQUIRED GOVERNMENTAL APPROVAL AND SUCH
GOVERNMENTAL APPROVAL HAS NOT BEEN COMPLETED OR OBTAINED ON OR BEFORE THE DATE
WHICH IS NINETY (90) DAYS AFTER RECEIPT BY THE SELLING INVESTOR OF THE COMPANY
ELECTION NOTICE, THE INVESTOR ELECTION NOTICE OR THE SECOND INVESTOR ELECTION
NOTICE, AS THE CASE MAY BE, THE PROPOSED SALE OF OFFERED SHARES SUBJECT TO SUCH
REQUIRED GOVERNMENTAL APPROVAL SHALL BE CANCELLED WITH RESPECT TO SUCH ELECTING
PARTY AND, FOR ALL PURPOSES, SUCH ELECTING PARTY SHALL BE DEEMED TO HAVE ELECTED
NOT TO PURCHASE SUCH OFFERED SHARES PURSUANT TO THIS SECTION 2, AND THE SELLING
INVESTOR SHALL BE FREE TO TRANSFER THE OFFERED SHARES TO (I) ANY NON-SELLING
INVESTORS, IF ANY REMAIN, AND THE COMPANY IN ACCORDANCE WITH THIS SECTION 2;
PROVIDED, THAT THE RIGHT OF EACH OF THE COMPANY AND SUCH NON-SELLING INVESTORS
SET FORTH IN THIS SECTION 2 WILL BE VOID AB INITIO IF THE COMPANY AND SUCH
NON-SELLING INVESTORS, COLLECTIVELY, OFFER TO PURCHASE LESS THAN ALL OF THE
OFFERED SHARES OR (II) IN THE ABSENCE OF ANY REMAINING NON-SELLING INVESTOR, THE
OFFEROR.
EACH ELECTING PARTY SHALL ONLY BE REQUIRED TO GIVE CUSTOMARY
REPRESENTATIONS AND WARRANTIES, INCLUDING LEGAL AUTHORITY AND CAPACITY,
NON-CONTRAVENTION OF OTHER AGREEMENTS TO WHICH IT IS A PARTY AND CUSTOMARY STOCK
INVESTOR REPRESENTATIONS.
EACH ELECTING PARTY SHALL BE REQUIRED TO ENTER INTO
ANY INSTRUMENT, UNDERTAKING OR OBLIGATION NECESSARY OR REASONABLY REQUESTED AND
DELIVER ALL DOCUMENTS NECESSARY OR REASONABLY REQUESTED IN CONNECTION WITH SUCH
SALE (AS SPECIFIED IN THE TRANSFER