(INCLUDING THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, THE "EXCHANGE ACT") (SUCH DOCUMENTS FILED OR REQUIRED TO
BE FILED WITH THE SEC AND SUCH OTHER FILINGS, DELIVERIES, MAILINGS AND NOTICES,
COLLECTIVELY AND TOGETHER WITH ANY AMENDMENTS, EXHIBITS OR SUPPLEMENTS THERETO,
THE "OFFER DOCUMENTS") AND (III) SHALL USE ITS REASONABLE BEST EFFORTS TO
CONSUMMATE THE OFFER. PARENT WILL CAUSE MERGER SUB TO ACCEPT FOR PAYMENT AND PAY
FOR ANY SHARES OF COMPANY COMMON STOCK TENDERED PURSUANT TO THE OFFER, SUBJECT
ONLY TO THE CONDITION THAT THERE SHALL BE VALIDLY TENDERED AND NOT WITHDRAWN
PRIOR TO THE EXPIRATION OF THE OFFER SUCH NUMBER OF SHARES OF COMPANY COMMON
STOCK THAT, WHEN ADDED TO THE SHARES OF COMPANY COMMON STOCK ALREADY OWNED BY
PARENT OR ANY OF ITS SUBSIDIARIES, WOULD CONSTITUTE AT LEAST A MAJORITY OF THE
SHARES OF COMPANY COMMON STOCK OUTSTANDING DETERMINED ON A FULLY DILUTED BASIS
ON THE DATE OF EXPIRATION OF THE OFFER (THE "MINIMUM CONDITION") AND TO THE
OTHER CONDITIONS SET FORTH IN ANNEX I HERETO (TOGETHER WITH THE MINIMUM
CONDITION, COLLECTIVELY, THE "TENDER OFFER CONDITIONS").
(B)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY, MERGER SUB SHALL NOT (AND PARENT SHALL CAUSE MERGER SUB NOT TO)
DECREASE THE OFFER PRICE OR CHANGE THE FORM OF CONSIDERATION PAYABLE IN THE
OFFER, DECREASE THE NUMBER OF SHARES OF COMPANY COMMON STOCK SOUGHT TO BE
PURCHASED IN THE OFFER, IMPOSE ADDITIONAL CONDITIONS TO THE OFFER OR AMEND ANY
OTHER TERM OF THE OFFER IN A MANNER THAT IS ADVERSE TO THE HOLDERS OF SHARES OF
COMPANY COMMON STOCK, EXCEPT AS PROVIDED IN THIS AGREEMENT. THE OFFER SHALL
REMAIN OPEN UNTIL THE DATE THAT IS FIVE BUSINESS DAYS AFTER THE AMENDMENT OF THE
OFFER (THE "EXPIRATION DATE"), UNLESS THE PERIOD OF TIME FOR WHICH THE OFFER IS
OPEN SHALL HAVE BEEN EXTENDED AS MAY BE REQUIRED BY APPLICABLE LAW OR IN
ACCORDANCE WITH THE IMMEDIATELY FOLLOWING SENTENCE, IN WHICH EVENT THE TERM
"EXPIRATION DATE" SHALL MEAN THE LATEST TIME AND DATE AS THE OFFER, AS SO
EXTENDED, MAY EXPIRE; PROVIDED, HOWEVER, THAT MERGER SUB MAY (OR, AT THE
COMPANY'S OPTION, IF AT LEAST 80% OF THE OUTSTANDING SHARES OF COMPANY COMMON
STOCK ON A FULLY DILUTED BASIS HAVE BEEN TENDERED AND ACCEPTED FOR PAYMENT BY
MERGER SUB, SHALL) PROVIDE FOR A SUBSEQUENT OFFERING PERIOD AFTER THE EXPIRATION
DATE, IN ACCORDANCE WITH RULE 14D-11 UNDER THE EXCHANGE ACT (INCLUDING THE
OBLIGATIONS THAT MERGER SUB IMMEDIATELY ACCEPT AND PROMPTLY PAY FOR ALL SHARES
OF COMPANY COMMON STOCK TENDERED DURING THE INITIAL OFFERING PERIOD AND
IMMEDIATELY ACCEPT AND PROMPTLY PAY FOR ANY SHARES OF COMPANY COMMON STOCK
TENDERED DURING SUCH SUBSEQUENT OFFERING PERIOD). IF, AT ANY EXPIRATION DATE,
ANY OF THE TENDER OFFER CONDITIONS ARE NOT SATISFIED OR WAIVED BY MERGER SUB,
MERGER SUB SHALL (AND PARENT SHALL CAUSE MERGER SUB TO) EXTEND THE OFFER FROM
TIME TO TIME, EACH SUCH EXTENSION NOT TO EXCEED SUCH NUMBER OF DAYS THAT MERGER
SUB REASONABLY BELIEVES IS NECESSARY TO CAUSE THE TENDER OFFER CONDITIONS TO BE
SATISFIED