CIBC World Markets Corp. Xxxx Xxxxx Xxxx Xxxxxx, Incorporated..........................................
CIBC World Markets Corp. By: ------------------------------------- Name: Andrew MacInnes Title: Managing Director [FORM OF] SCHEDULE I TO PRICING AGREEMENT NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- CIBC World Markets Corp............................................ [other underwriters, if any]....................................... ---------------- [ ] [FORM OF] SCHEDULE II TO PRICING AGREEMENT TITLE OF DESIGNATED SHARES: Common Stock NUMBER OF DESIGNATED SHARES: Number of Firm Shares: [ ] Maximum Number of Option Shares: [ ] INITIAL OFFERING PRICE TO PUBLIC: At prevailing market prices [or specify price] PURCHASE PRICE BY UNDERWRITERS: $[ ] per Share FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Selling Stockholder agrees not to offer, sell contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities without the Underwriter's prior written consent. During the period beginning from the date hereof and continuing to and including the date 60 days after the date of this Agreement, the Company agrees not to offer, sell, contract to sell or otherwise dispose of, except as provided in the Underwriting Agreement and hereunder, any securities of the Company that are substantially similar to the Shares, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Shares or any such substantially similar securities (other than (x) pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement (y) any securities of the Company issued in connection with an acquisition of any business or corporation, partnership, association or other business organization or division thereof), without the prior ...
CIBC World Markets Corp. Total.................................. =============== ==================
CIBC World Markets Corp. Total:......................................... =========================== SCHEDULE III TIME OF SALE PROSPECTUS
CIBC World Markets Corp. ("CIBC") has rendered to the Special Committee its opinion to the effect that, as of the date of this Agreement and subject to the assumptions and limitations specifically described by CIBC to the Special Committee, the Merger Consideration to be received by the shareholders of the Company is fair from a financial point of view to such holders, other than the holders of Excluded Shares (as defined in such opinion). A complete and correct written copy of CIBC's engagement letter has been delivered to Parent and a complete and correct written copy of CIBC's opinion letter will be delivered to Parent promptly after the date of this Agreement. Company has received the approval of CIBC to permit the inclusion of a copy of its written opinion, when delivered, in its entirety in the Proxy Statement, subject to CIBC's review of the Proxy Statement.
CIBC World Markets Corp. Total..................................... $ 235,000,000
CIBC World Markets Corp. Total............................................ =============== ================== Draft of May 3, 2000 ANNEX I DESCRIPTION OF COMFORT LETTER Pursuant to Section 7(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:
CIBC World Markets Corp. First Union Securities, Inc................................ --------------- Total....................................... 20,000,000 =============== EXHIBIT A Form of Lock-Up Agreement
CIBC World Markets Corp. Total............................................... 4,000,000 ==================== SCHEDULE B ----------
CIBC World Markets Corp. Credit Lyonnais Securities (USA) Inc. ................................. Fleet Boston Robexxxxx Xxxpxxxx Xxx. .................................. RBC Dominion Securities Corporation.................................... Scotia Capital (USA) Inc. .............................................
