Common use of Company Actions Clause in Contracts

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company Board, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) after evaluating the Merger, determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are adequate and are otherwise in the best interests of the Company and its stockholders; (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects; and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and approve and adopt this Agreement and the Merger. To the extent that such recommendation is not withdrawn in accordance with Section 5.2(b) hereof, the Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board (the "Financial Advisor"), that, as of October 13, 1999, the cash consideration to be received by the stockholders of the Company pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 and the Proxy Statement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board, (i) its Board of Directors (at a meeting duly called and held, has, subject to ) has by the terms and conditions set forth herein, unanimous vote of all directors present (iA) after evaluating the Merger, determined that each of this Agreement and the transactions contemplated herebyAgreement, including the Offer and the Merger, taken together, Merger are at a price fair to and on terms that are adequate and are otherwise in the best interests of the Company and its Company's stockholders; , (iiB) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and such approval is sufficient to render the restrictions on "business combinations" (as defined in all respects; and (iii) resolved to recommend that the stockholders Section 203 of the Company accept DGCL) set forth in Section 203 of the Offer, tender their Shares thereunder DGCL inapplicable to Acquisition and approve and adopt this Agreement and the transactions contemplated hereby, including the Offer and the Merger. To , and (C) declared the advisability of this Agreement and resolved to recommend acceptance of the Offer and adoption of this Agreement by the holders of Shares; provided, however, that prior to the consummation of the Offer, the Board of Directors of the Company may modify, withdraw or change such recommendation to the extent that the Board of Directors concludes in good faith, based on the advice of outside counsel, that such recommendation action is not withdrawn reasonably necessary in accordance order for the Board of Directors to act in a manner consistent with Section 5.2(bthe Board's fiduciary duties under applicable law, and (ii) hereofXxxxxx Xxxxxxx & Co., Incorporated has delivered to the Board of Directors of the Company consents to the inclusion of such recommendation and approval in its opinion that the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board (the "Financial Advisor"), that, as of October 13, 1999, the cash consideration Consideration to be received by the stockholders holders of the Company pursuant to Shares in the Offer and the Merger is fair to such stockholders fair, from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor view, to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 and the Proxy Statementholders.

Company Actions. (a) The Company hereby approves of represents and consents to the Offer and represents warrants that the Company Board, at a meeting duly called and heldheld at which all directors were present, has, subject to the terms duly and conditions set forth herein, unanimously: (i) after evaluating the Merger, determined that this Agreement and the transactions contemplated herebyTransactions are fair to, including the Offer advisable and the Merger, taken together, are at a price and on terms that are adequate and are otherwise in the best interests of of, the Company and its stockholdersthe Company Shareholders; (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects; and (iii) resolved subject to SECTION 6.4 hereof to recommend that the stockholders of the Company Shareholders accept the Offer, tender their Shares thereunder pursuant to Acquisition the Offer and approve the Merger; and adopt (iii) approved the execution, delivery and performance of this Agreement Agreement, such approval constituting approval of the foregoing for purposes of Section 5.03 of the TCBA and approved the acquisition of Shares by Buyer pursuant to the Offer and the Merger. To the extent that such recommendation is not withdrawn in accordance with Section 5.2(b) hereof, the Company consents to the inclusion of such recommendation and approval in the Offer DocumentsTransactions. The Company also represents and warrants that the Company its Board of Directors has received the written opinion of Merrxxx Xxxch, Pierce, Fennxx Xxxx Xxxxxxxxx Xxxxxxxx & Xmitx Xxxorporated, financial advisor to the Company Board Co. (the "Financial AdvisorFINANCIAL ADVISOR"), ) that, as of October 13, 1999the date hereof, the cash proposed consideration to be received by the stockholders of offered to the Company Shareholders pursuant to the Offer and the Merger is fair to such stockholders the Company Shareholders from a financial point of view (the "Fairness Opinion")view. The Company further represents and warrants that it has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), and the Company hereby consents to, the inclusion of the Fairness Opinion such fairness opinion (or a reference thereto) in the Offer Documents, Documents and in the Schedule 14D-9 and referred to below. The Company hereby consents to the Proxy Statementinclusion in the Offer Documents of the recommendations of the Company Board described in this SECTION 2.2(A) (subject to the right of the Board of Directors to modify or withdraw such recommendation in accordance with SECTION 6.4).

Company Actions. (a) The Company hereby approves of and consents to the Offer Offer, and represents and warrants that the Company Board, at a meeting duly called and held, hasat which all directors of the Company were present, subject to the terms and conditions set forth hereinby a unanimous vote of those voting, has (i) after evaluating the Merger, determined that this Agreement and the transactions contemplated herebyTransactions, including the Offer and the Merger, taken togetherare advisable, are at a price fair to, and on terms that are adequate and are otherwise in the best interests of, the stockholders of the Company and its stockholdersCompany; (ii) approved and adopted this Agreement and the transactions contemplated herebyTransactions, including the Offer and the Merger, in all respects; and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition shares of Company Common Stock into the Offer, and approve and adopt this Agreement to the extent required by applicable Law (the “Company Recommendation”); (iv) to the extent applicable, directed that this Agreement and the Merger. To Merger be submitted to the extent that such recommendation is not withdrawn stockholders of the Company for consideration in accordance with Section 5.2(bthis Agreement; and (v) hereoftaken all actions required to be taken in order to exempt this Agreement and the Transactions from the requirements of any Takeover Laws, the which resolutions have not been amended, rescinded, modified or withdrawn in any way. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board (the "Financial Advisor"), that, as of October 13, 1999, the cash consideration to be received by the stockholders Documents of the Company pursuant to Recommendation contained in the Offer and the Merger is fair to such stockholders from a financial point of view (the "Fairness Opinion")Schedule 14D-9. The Company has been authorized advised that all of the Company’s directors and executive officers intend to tender all shares of Company Common Stock beneficially owned by the Financial Advisor them to permit, subject MergerSub pursuant to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 and the Proxy StatementOffer.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company Board, at a meeting duly called based on the unanimous recommendation of the Special Committee, has (i) determined that each of the Agreement, the Offer and heldthe Merger (as hereinafter defined) are advisable and fair to, hasand in the best interests of, the stockholders of the Company (other than Parent or Merger Sub), (ii) received the opinion of The Xxxxxxxx-Xxxxxxxx Company, LLC, financial advisor to the Company (the "FINANCIAL ADVISOR"), to the effect that, subject to the terms and conditions set forth hereinassumptions therein stated, (i) after evaluating the Merger, determined that this Agreement and the transactions contemplated hereby, including Offer Price to be received by holders of Shares pursuant to the Offer and the Merger, taken together, are at a price and on terms that are adequate and are otherwise in Merger Consideration (as hereinafter defined) pursuant to the best interests Merger is fair to the stockholders of the Company and its stockholders; (iiother than Parent or Merger Sub) from a financial point of view, (iii) approved this Agreement and the transactions contemplated hereby, including the Offer and the MergerMerger (collectively, in all respects; the "TRANSACTIONS") and (iiiiv) resolved to recommend that the stockholders of the Company (other than Parent or Merger Sub) accept the Offer, tender their Shares thereunder to Acquisition Merger Sub and approve and adopt this Agreement and the Merger. To The Company has been advised by each of its directors and by each executive officer who as of the extent that such recommendation date hereof is not withdrawn in accordance with Section 5.2(b) hereof, the Company consents actually aware (to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board (the "Financial Advisor"), that, as of October 13, 1999, the cash consideration to be received by the stockholders knowledge of the Company Company) of the Transactions that each such person either intends to tender pursuant to the Offer and the Merger is fair to all Shares owned by such stockholders from a financial point of view (the "Fairness Opinion"). The Company has been authorized person or vote all Shares owned by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion person in favor of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 and the Proxy StatementMerger.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company BoardBoard of Directors of the Company, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, has (i) after evaluating the Merger, by a vote of all those present determined that this Agreement and each of the transactions contemplated herebyAgreement, including the Offer and the Merger, taken together, Merger (as defined in Section 2.1) are at a price fair to and on terms that are adequate and are otherwise in the best interests of the Company and its stockholders; stockholders of the Company, (ii) by a vote of all those present approved this Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinion of Morgxx Xxxnxxx & Xo. Incorporated ("Morgxx Xxxnxxx Xxxx Xxxxxx"), financial advisor to the Company, to the effect that, as of the date of this Agreement, the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as defined herein) pursuant to the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated herebyhereby and thereby, including the Offer and the MergerMerger (collectively, in all respects; the "Transactions") and (iiiv) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition Purchaser and approve and adopt this Agreement and the Merger. To Merger (it being understood that, notwithstanding anything in this Agreement to the extent that such contrary, if the Company's Board of Directors modifies or withdraws its recommendation is not withdrawn in accordance with the terms of Section 5.2(b) hereof5.5, the Company consents to the inclusion such modification or withdrawal shall not constitute a breach of such recommendation and approval in the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board (the "Financial Advisor"this Agreement), that, as of October 13, 1999, the cash consideration to be received by the stockholders of the Company pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 and the Proxy Statement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company Board, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, : (i) after evaluating the Merger, determined that this Agreement Agreement, and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are adequate and are otherwise in the best interests of the Company and its stockholders; (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respectsrespects and such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 203 of the Delaware General Corporation Law (the "DGCL"); and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and approve and adopt this Agreement and the Merger. To Merger subject to the extent that such recommendation is not withdrawn in accordance with provisions of Section 5.2(b) hereof, the ). The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company Board has received the opinion of Merrxxx XxxchDeutsche Bank Securities, Pierce, Fennxx & Xmitx XxxorporatedInc., financial advisor to the Company Board (the "Financial AdvisorFINANCIAL ADVISOR"), that, as of October 13, 1999the date of this Agreement, the cash consideration to be received by the stockholders holders of the Company Common Stock (other than Parent and its Affiliates) pursuant to the Offer and the Merger this Agreement is fair to such stockholders holders from a financial point of view (the "Fairness OpinionFAIRNESS OPINION"), a copy of the written opinion of which will be delivered to Parent after receipt thereof by the Company. The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documentsto Purchase, the Schedule 14D-9 and the Proxy Statement.

Company Actions. (a) The Company hereby approves of and --------------- consents to the Offer and represents and warrants that the Company BoardBoard of Directors of the Company, at a meeting duly called and held, hasat which all directors were present, subject to the terms duly and conditions set forth hereinunanimously adopted resolutions approving this Agreement, (i) after evaluating the Merger, determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken togetherdetermining that the Offer and the Merger are fair to, are at a price and on terms that are adequate and are otherwise in the best interests of, the Company's stockholders and recommending that holders of the Company and its stockholders; (ii) approved this Agreement and the transactions contemplated hereby, including Shares accept the Offer and the Merger, in all respects; and (iii) resolved to recommend that the Company's stockholders of approve the Company accept the OfferMerger (it being understood that, tender their Shares thereunder to Acquisition and approve and adopt notwithstanding anything in this Agreement and to the Merger. To contrary, if the extent that such Company's Board of Directors modifies or withdraws its recommendation is not withdrawn in accordance with the terms of Section 5.2(b) hereof6.2(b), the Company consents to the inclusion such modification -------------- or withdrawal shall not constitute a breach of such recommendation and approval in the Offer Documentsthis Agreement). The Company also represents and warrants that the Company its Board of Directors has received the written opinion of Merrxxx XxxchXxxxxx, Pierce, Fennxx Read & Xmitx Xxxorporated, financial advisor to the Company Board Co. Inc. (the "Financial AdvisorXxxxxx Read"), ) that, as of October 13, 1999the date hereof, the cash ----------- proposed consideration to be received by the offered to stockholders of the Company pursuant to the Offer and the Merger is fair to such the Company's stockholders from a financial point of view (the "Fairness Opinion")view. The Company has been authorized by the Financial Advisor Xxxxxx Read to permit, subject to the prior review and consent by the Financial Advisor and its counsel Xxxxxx Read (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion such fairness opinion (or a reference thereto) in the Offer Documents, Documents and in the Schedule 14D-9 and referred to below. The Company hereby consents to the Proxy Statement.inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in this Section 1.2(a) (subject to -------------- the right of the Board of Directors to modify or withdraw such recommendation in accordance with Section 6.2(b)). --------------

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that each of the Company BoardBoards, at a meeting meetings duly called and held, has, subject to the terms and conditions set forth herein, have (i) after evaluating the Merger, unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken togetherOffer, are at a price and on terms that are adequate favorable and are otherwise fair to and in the best interests of the Company and its stockholdersthe Company Shareholders; (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the MergerOffer, in all respects; , and (iii) unanimously resolved to recommend that the stockholders of the Company Shareholders accept the Offer, tender their Company Shares thereunder to Acquisition the Buyer and approve and adopt this Agreement and vote at the Merger. To EGM in favor of (x) the extent that such recommendation is not withdrawn appointment of new members to the Company Boards in accordance with Section 5.2(bthe designation of the Buyer and (y) hereofthe amendment of the Company's Articles of Association in the form, the as to be so amended, attached hereto as EXHIBIT E. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company In addition, Gleacher & Co. LLC has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor delivered to the Company Board (the "Financial Advisor"), that, as Boards its opinion referred to in Section 3.18. The Company's approval of October 13, 1999, the cash consideration to be received by the stockholders of the Company pursuant and consent to the Offer also constitutes approval for purposes of the standstill provisions set forth in Article 4 of that certain Shareholders' Agreement, dated September 13, 2000, by and among the Company, the Buyer and the Merger is fair to such stockholders from a financial point of view (other Company Shareholders named therein for the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion sole purpose of the Fairness Opinion (or a reference thereto) Buyer making the Offer and consummating the other transactions contemplated hereby; PROVIDED, THAT in the Offer Documentsevent this Agreement is terminated pursuant to Article VII hereof, the Schedule 14D-9 such standstill provisions shall continue in full force and the Proxy Statementeffect after such termination.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company Board(i) its Board of Directors, at a meeting duly called and heldheld on October 6, 1999, has, subject to the terms and conditions set forth herein, (i) after evaluating the Merger, determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are adequate and are otherwise in the best interests of the Company and its stockholders; (iiA) approved this Agreement and the transactions contemplated hereby, including the Offer and the MergerMerger (collectively, the "Transactions"), determining that the Merger is advisable and that the terms of the Offer and the Merger are fair to, and in all respectsthe best interests of, the Company's stockholders and such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 611-A of the Maine Business Corporation Act (the "MBCA"); and (iiiB) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition Purchaser and approve and adopt this Agreement and the Merger. To the extent , provided that such recommendation may be withdrawn, modified or amended as provided in Section 5.4(d) hereof and (ii) the restrictions on "business combinations" contained in Section 611-A of the MBCA are inapplicable to the transactions contemplated by this Agreement and the Tender Agreements. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of its Board of Directors described in clause (i)(B) of the immediately preceding sentence, unless and until such recommendation is not withdrawn or modified, in a manner adverse to Parent, in accordance with Section 5.2(b5.4(d) hereof, the Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board (the "Financial Advisor"), that, as of October 13, 1999, the cash consideration to be received by the stockholders of the Company pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view (the "Fairness Opinion"). The Company has been authorized advised by the Financial Advisor each of its directors and executive officers that they intend to permit, subject tender or cause to be tendered to the prior review Purchaser pursuant to the Offer all Shares beneficially owned by them and consent by the Financial Advisor and its counsel (to vote such consent not to be unreasonably withheld), the inclusion Shares in favor of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 approval and adoption of this Agreement and the Proxy StatementTransactions.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company Board, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) after evaluating the Merger, unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are adequate fair to and are otherwise in the best interests of the Company and its stockholders; (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects; and (iii) unanimously resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition Purchaser and approve and adopt this Agreement and the MergerAgreement. To the extent that such recommendation is not withdrawn in accordance with Section 5.2(b) 6.5 hereof, the Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx XxxchDresdner Kleinwort Wassxxxxxxx, Pierce, Fennxx & Xmitx XxxorporatedXxc., financial advisor to the Company Board (the "Financial AdvisorFINANCIAL ADVISOR"), to the effect that, as of October 13, 1999the date of this Agreement, the cash consideration Offer Price and the Merger Consideration to be received by the stockholders holders of the Company Common Stock, other than Parent and its Affiliates, pursuant to the Offer and the Merger is fair to such stockholders fair, from a financial point of view (the "Fairness Opinion")view, to such holders. The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), permit the inclusion in its entirety of the Fairness Opinion its opinion (or a reference thereto, subject to prior review and approval by the Financial Advisor) in the Offer Documentsto Purchase, the Schedule 14D-9 and the Proxy Statement, as applicable.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company Board, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, : (i) after evaluating the Merger, determined that this Agreement Agreement, and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are adequate and are otherwise in the best interests of the Company and its stockholders; (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respectsrespects and such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 203 of the Delaware General Corporation Law (the "DGCL"); and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and approve and adopt this Agreement and the Merger. To Merger subject to the extent that such recommendation is not withdrawn in accordance with provisions of Section 5.2(b) hereof, the ). The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company Board has received the opinion of Merrxxx XxxchDeutsche Bank Securities, Pierce, Fennxx & Xmitx XxxorporatedInc., financial advisor to the Company Board (the "Financial Advisor"), that, as of October 13, 1999the date of this Agreement, the cash consideration to be received by the stockholders holders of the Company Common Stock (other than Parent and its Affiliates) pursuant to the Offer and the Merger this Agreement is fair to such stockholders holders from a financial point of view (the "Fairness Opinion"), a copy of the written opinion of which will be delivered to Parent after receipt thereof by the Company. The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documentsto Purchase, the Schedule 14D-9 and the Proxy Statement.

Company Actions. (a) The Company hereby approves of represents and consents to the Offer and represents warrants that the Company Board, at a meeting duly called and heldheld at which all directors were present, has, subject to the terms duly and conditions set forth herein, unanimously: (i) after evaluating the Merger, determined that this Agreement and the transactions contemplated herebyTransactions are fair to, including the Offer advisable and the Merger, taken together, are at a price and on terms that are adequate and are otherwise in the best interests of of, the Company and its stockholdersthe Company Shareholders; (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects; and (iiiresolved subject to Section Section 18(d) resolved --------------------- hereof to recommend that the stockholders of the Company Shareholders accept the Offer, tender their Shares thereunder pursuant to Acquisition the Offer and approve the Merger; and adopt (iii) approved the execution, delivery and performance of this Agreement Agreement, such approval constituting approval of the foregoing for purposes of Section 5.03 of the TCBA and approved the acquisition of Shares by Buyer pursuant to the Offer and the Merger. To the extent that such recommendation is not withdrawn in accordance with Section 5.2(b) hereof, the Company consents to the inclusion of such recommendation and approval in the Offer DocumentsTransactions. The Company also represents and warrants that the Company its Board of Directors has received the written opinion of Merrxxx Xxxch, Pierce, Fennxx Xxxx Xxxxxxxxx Xxxxxxxx & Xmitx Xxxorporated, financial advisor to the Company Board Co. (the "Financial Advisor"), ) that, as of October 13, 1999the date hereof, the cash proposed consideration to be received by the stockholders of offered to the Company Shareholders pursuant to the Offer and the Merger is fair to such stockholders the Company Shareholders from a financial point of view (the "Fairness Opinion")view. The Company further represents and warrants that it has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), and the Company hereby consents to, the inclusion of the Fairness Opinion such fairness opinion (or a reference thereto) in the Offer Documents, Documents and in the Schedule 14D-9 and referred to below. The Company hereby consents to the Proxy Statement.inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 1.1(b) (subject to the right of the -------------- Board of Directors to modify or withdraw such recommendation in accordance with Section Section 18(d)). ---------------------

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company Boardits Board of Directors, at a meeting duly called and heldheld on or prior to the date hereof, hashas unanimously, on the terms and subject to the terms and conditions set forth hereinof this Agreement, (i) after evaluating the Merger, determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are adequate advisable and are otherwise fair to and in the best interests of the Company and its Company’s stockholders; , (ii) approved and adopted this Agreement and the Stockholder Tender Agreement and the transactions contemplated herebyhereby and thereby, including the Offer and the Merger, which approval constituted approval under Section 203 of the DGCL such that the Offer, the Merger, this Agreement and the other transactions contemplated hereby, and the Stockholder Tender Agreement and the transactions contemplated thereby, are not and shall not be subject to the restrictions on “business combinations” set forth in all respects; Section 203 of the DGCL, and (iii) resolved to recommend acceptance of the Offer by the Company’s stockholders, the tender of the Shares into the Offer and the approval and adoption of this Agreement by the Company’s stockholders (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the “Recommendations”); provided, however, that the stockholders of the Company accept the OfferRecommendations may be withheld, tender their Shares thereunder to Acquisition and approve and adopt this Agreement and the Merger. To the extent that such recommendation is not withdrawn withdrawn, amended or modified in accordance with the provisions of Section 5.2(b5.2(c) hereof, the . The Company hereby consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that Documents of the Company has received the opinion of Merrxxx XxxchRecommendations, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board (extent the "Financial Advisor")Recommendations are not withheld, thatwithdrawn, as amended or modified in accordance with the provisions of October 13, 1999, the cash consideration to be received by the stockholders of the Company pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference theretoSection 5.2(c) in the Offer Documents, the Schedule 14D-9 and the Proxy Statementhereof.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that each of the Company BoardBoards, at a meeting meetings duly called and held, has, subject to the terms and conditions set forth herein, have (i) after evaluating the Merger, unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken togetherOffer, are at a price and on terms that are adequate favorable and are otherwise fair to and in the best interests of the Company and its stockholdersthe Company Shareholders; (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer and the MergerOffer, in all respects; , and (iii) unanimously resolved to recommend that the stockholders of the Company Shareholders accept the Offer, tender their Company Shares thereunder to Acquisition the Buyer and approve and adopt this Agreement and vote at the Merger. To EGM in favor of (x) the extent that such recommendation is not withdrawn appointment of new members to the Company Boards in accordance with Section 5.2(bthe designation of the Buyer and (y) hereofthe amendment of the Company's Articles of Association in the form, the as to be so amended, attached hereto as EXHIBIT E. The Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company In addition, Gleacher & Co. LLC has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor delivered to the Company Board (the "Financial Advisor"), that, as Boards its opinion referred to in Section 3.18. The Company's approval of October 13, 1999, the cash consideration to be received by the stockholders of the Company pursuant and consent to the Offer also constitutes approval for purposes of the standstill provisions set forth in Article 4 of that certain Shareholders' Agreement, dated September 13, 2000, by and among the Company, the Buyer and the Merger is fair to such stockholders from a financial point of view (other Company Shareholders named therein for the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion sole purpose of the Fairness Opinion (or a reference thereto) Buyer making the Offer and consummating the other transactions contemplated hereby; PROVIDED, that in the Offer Documentsevent this Agreement is terminated pursuant to Article VII hereof, the Schedule 14D-9 such standstill provisions shall continue in full force and the Proxy Statementeffect after such termination.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board, (i) its Board of Directors (at a meeting or meetings duly called and heldheld prior to the date hereof) has unanimously (A) determined that the Offer and the Merger (as hereinafter defined) are advisable and fair to and in the best interests of, hasthe shareholders of the Company, (B) resolved to recommend acceptance of the Offer and approval and adoption of an agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement by the shareholders of the Company, (C) irrevocably taken all necessary steps to render Section 203 of the DGCL inapplicable to Parent and Purchaser and to the Merger and the acquisition of Shares pursuant to the Offer, (D) irrevocably resolved to elect, to the extent permitted by law, not to be subject to the terms any "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover laws and conditions set forth hereinregulations (collectively, (i"Takeover Laws") after evaluating the Merger, determined of any jurisdiction that may purport to be applicable to this Agreement and (E) irrevocably approved the transactions contemplated herebyRights Agreement Amendment (as defined below) and (ii) Credit Suisse First Boston Corporation ("CSFB"), including the Company's independent financial advisor, has advised the Company's Board of Directors to the effect that, in its opinion, as of the date of this Agreement, the cash consideration to be received in the Offer and the Merger, taken together, are at a price and on terms that are adequate and are otherwise in the best interests of the Company and its stockholders; (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects; and (iii) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and approve and adopt this Agreement and the Merger. To the extent that such recommendation is not withdrawn in accordance with Section 5.2(b) hereof, the Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board (the "Financial Advisor"), that, as of October 13, 1999, the cash consideration to be received by the stockholders holders of the Company pursuant to the Offer and the Merger Shares is fair to such stockholders fair, from a financial point of view view, to such holders (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor other than Parent and its counsel (such consent not to be unreasonably withheldaffiliates), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 and the Proxy Statement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company BoardBoard of Directors of the Company, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, has (i) after evaluating the Merger, by a vote of all those present determined that this Agreement and each of the transactions contemplated herebyAgreement, including the Offer and the Merger, taken together, Merger (as defined in Section 2.1) are at a price fair to and on terms that are adequate and are otherwise in the best interests of the Company and its stockholders; stockholders of the Company, (ii) by a vote of all those present approved this Agreement, the Offer, the acquisition of Shares pursuant to the Offer and the Merger for purposes of Section 203 of the DGCL (the "Section 203 Approval"), (iii) received the opinion of Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx Xxxx Xxxxxx"), financial advisor to the Company, to the effect that, as of the date of this Agreement, the Offer Price to be received by holders of Shares pursuant to the Offer and the Merger Consideration (as defined herein) pursuant to the Merger is fair to the stockholders of the Company from a financial point of view, (iv) approved this Agreement and the transactions contemplated herebyhereby and thereby, including the Offer and the MergerMerger (collectively, in all respects; the "Transactions") and (iiiv) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition Purchaser and approve and adopt this Agreement and the Merger. To Merger (it being understood that, notwithstanding anything in this Agreement to the extent that such contrary, if the Company's Board of Directors modifies or withdraws its recommendation is not withdrawn in accordance with the terms of Section 5.2(b) hereof5.5, the Company consents to the inclusion such modification or withdrawal shall not constitute a breach of such recommendation and approval in the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board (the "Financial Advisor"this Agreement), that, as of October 13, 1999, the cash consideration to be received by the stockholders of the Company pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 and the Proxy Statement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company Board, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, (i) after evaluating the Merger, unanimously determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are adequate fair to and are otherwise in the best interests of the Company and its stockholdersshareholders; (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the Offer Offer, the Merger and the MergerStock Option Agreement, in all respects; and (iii) unanimously resolved to recommend that the stockholders shareholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and approve and adopt this Agreement and the Merger. To the extent that such recommendation is not withdrawn in accordance with Section 5.2(b) hereof, the Company consents to the inclusion of such recommendation and approval in the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx XxxchBroadview International, Pierce, Fennxx & Xmitx XxxorporatedLLC, financial advisor to the Company Board (the "Company Financial Advisor"), that, as of October 13January 14, 19992001, the cash consideration to be received by the stockholders shareholders of the Company pursuant to the Offer and the Merger is fair to such stockholders shareholders from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 and the Proxy Statement.

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Company Boardits Board of Directors, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, has (i) after evaluating by the Mergerunanimous vote of all directors of the Company, determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price fair to and on terms that are adequate and are otherwise in the best interests of the Company and its Company's stockholders; , (ii) by unanimous vote of all directors of the Company, approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects; and accordance with the requirements of the DGCL, (iii) by unanimous vote of all directors of the Company declared that this Agreement is advisable and (iv) by unanimous vote of all directors of the Company, resolved to recommend that stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and adopt this Agreement and approve the Merger (the recommendation of the Company's Board of Directors that the stockholders of the Company accept the Offer, Offer and tender their Shares thereunder shares of Company Common Stock pursuant to Acquisition and approve the Offer and adopt this Agreement and approve the MergerMerger being referred to as the "COMPANY BOARD RECOMMENDATION"). To the extent that such recommendation is not withdrawn in accordance with Subject to Section 5.2(b1.2(b): (A) hereof, the Company hereby consents to the inclusion of such recommendation and approval the Company Board Recommendation in the Offer Documents. The Company also represents that the Company has received the opinion of Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to ; and (B) the Company Board (the "Financial Advisor")Recommendation shall not be withdrawn or modified in a manner adverse to Parent or Acquisition Sub, that, as of October 13, 1999, the cash consideration to be received and no resolution by the stockholders Board of Directors of the Company pursuant or any committee thereof to withdraw or modify the Offer and the Merger is fair Company Board Recommendation in a manner adverse to such stockholders from a financial point of view (the "Fairness Opinion"). The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to Parent or Acquisition Sub shall be unreasonably withheld), the inclusion of the Fairness Opinion (adopted or a reference thereto) in the Offer Documents, the Schedule 14D-9 and the Proxy Statementproposed.

Company Actions. (a) The Company hereby approves of represents and consents to the Offer and represents warrants that the Company BoardCompany's Board of Directors, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, has (i) after evaluating the Merger, determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are adequate and are otherwise in the best interests of the Company and its stockholders; (ii) approved this Agreement and the transactions contemplated herebyTransactions, including the Offer (such approval having been made in accordance with Chapter 1701 of the Ohio Revised Code (the "OGCL"), as well as an approval of the Principal Shareholders' Agreement and the Mergerpurchase of the Shares by Purchaser for purposes of Chapter 1704 of the OGCL ("Chapter 1704")), in all respects; and (iiiii) resolved to recommend that the stockholders shareholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and approve and adopt Purchaser pursuant thereto. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the immediately preceding sentence. The recommendation of the Company's Board of Directors described in the first sentence of this Agreement and the Merger. To the extent that such recommendation is Section 1.2(a) may not be withdrawn or modified in a manner adverse to Purchaser, except in accordance with Section 5.2(b) hereof, the Company consents to the inclusion of such recommendation and approval in the Offer Documents4.2. The Company also hereby further represents and warrants that (A) the Board of Directors of the Company has received the opinion of Merrxxx XxxchMorgan Joseph & Co., Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board Inc. (the "Financial AdvisorMorgan Joseph"), dated May 27, 2003, tx xxx xxxxxx that, as of October 13sucx xxxx, 1999xxx xubject to the various assumptions and qualifications set forth therein, the cash consideration to be received by the stockholders of the Company pursuant to Company's shareholders in the Offer and the Merger is fair to such stockholders holders from a financial point of view (the "Fairness Opinion"). The ) and (B) the Company has been authorized by the Financial Advisor Morgan Joseph to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), permit the inclusion of the Fairness Opinion (or a reference thereto) and/or references thereto in the Offer Documents, the Schedule 14D-9 and the Proxy Information Statement, subject to prior review and consent by Morgan Joseph (such consent not be unreasonably withheld or delayex).

Company Actions. (a) The Company hereby approves of represents and consents to the Offer and represents warrants that the Company Board, at a meeting duly called and heldheld at which all directors were present, has, subject to the terms duly and conditions set forth herein, unanimously: (i) after evaluating the Merger, determined that this Agreement and the transactions contemplated herebyTransactions are fair to, including the Offer advisable and the Merger, taken together, are at a price and on terms that are adequate and are otherwise in the best interests of of, the Company and its stockholdersthe Company Shareholders; (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects; and (iii) resolved subject to Section 6.4 hereof to recommend that the stockholders of the ----------- Company Shareholders accept the Offer, tender their Shares thereunder pursuant to Acquisition the Offer and approve the Merger; and adopt (iii) approved the execution, delivery and performance of this Agreement Agreement, such approval constituting approval of the foregoing for purposes of Section 5.03 of the TCBA and approved the acquisition of Shares by Buyer pursuant to the Offer and the Merger. To the extent that such recommendation is not withdrawn in accordance with Section 5.2(b) hereof, the Company consents to the inclusion of such recommendation and approval in the Offer DocumentsTransactions. The Company also represents and warrants that the Company its Board of Directors has received the written opinion of Merrxxx Xxxch, Pierce, Fennxx Xxxx Xxxxxxxxx Xxxxxxxx & Xmitx Xxxorporated, financial advisor to the Company Board Co. (the "Financial Advisor"), ) that, as of October 13, 1999the date hereof, the cash proposed consideration to be received by the stockholders of offered to the Company Shareholders pursuant to the Offer and the Merger is fair to such stockholders the Company Shareholders from a financial point of view (the "Fairness Opinion")view. The Company further represents and warrants that it has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), and the Company hereby consents to, the inclusion of the Fairness Opinion such fairness opinion (or a reference thereto) in the Offer Documents, Documents and in the Schedule 14D-9 and referred to below. The Company hereby consents to the Proxy Statement.inclusion in the Offer Documents of the recommendations of the Company Board described in this Section 2.2(a) (subject to the right of the Board of Directors to modify or -------------- withdraw such recommendation in accordance with Section 6.4). -----------

Company Actions. (a) The Company hereby approves of represents and consents to the Offer and represents warrants that the Company BoardCompany's Board of Directors, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, has (i) after evaluating the Merger, determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together, are at a price and on terms that are adequate and are otherwise in the best interests of the Company and its stockholders; (ii) approved this Agreement and the transactions contemplated herebyTransactions, including the Offer (such approval having been made in accordance with Chapter 1701 of the Ohio Revised Code (the "OGCL"), as well as an approval of the Principal Shareholders' Agreement and the Mergerpurchase of the Shares by Purchaser for purposes of Chapter 1704 of the OGCL ("Chapter 1704")), in all respects; and (iiiii) resolved to recommend that the stockholders shareholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and approve and adopt Purchaser pursuant thereto. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the immediately preceding sentence. The recommendation of the Company's Board of Directors described in the first sentence of this Agreement and the Merger. To the extent that such recommendation is Section 1.2(a) may not be withdrawn or modified in a manner adverse to Purchaser, except in accordance with Section 5.2(b) hereof, the Company consents to the inclusion of such recommendation and approval in the Offer Documents4.2. The Company also hereby further represents and warrants that (A) the Board of Directors of the Company has received the opinion of Merrxxx XxxchXxxxxx Xxxxxx & Co., Pierce, Fennxx & Xmitx Xxxorporated, financial advisor to the Company Board Inc. (the "Financial AdvisorXxxxxx Xxxxxx"), dated May 27, 2003, to the effect that, as of October 13such date, 1999and subject to the various assumptions and qualifications set forth therein, the cash consideration to be received by the stockholders of the Company pursuant to Company's shareholders in the Offer and the Merger is fair to such stockholders holders from a financial point of view (the "Fairness Opinion"). The ) and (B) the Company has been authorized by the Financial Advisor Xxxxxx Xxxxxx to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), permit the inclusion of the Fairness Opinion (or a reference thereto) and/or references thereto in the Offer Documents, the Schedule 14D-9 and the Proxy Information Statement, subject to prior review and consent by Xxxxxx Xxxxxx (such consent not be unreasonably withheld or delayed).

Company Actions. (a) The Company hereby approves of and consents to the Offer and represents that the Board of Directors of the Company Board, at a meeting duly called and held, has, subject to the terms and conditions set forth herein, held has duly adopted resolutions (i) after evaluating the Mergerapproving this Agreement, determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, taken together(ii) determining that the terms of the Offer and Merger are fair to, are at a price and on terms that are adequate and are otherwise in the best interests of of, the Company and its stockholders; (ii) approved this Agreement and the transactions contemplated hereby, including the Offer and the Merger, in all respects; and (iii) resolved to recommend recommending that the Company's stockholders of the Company accept the Offer, Offer and tender their Shares thereunder to Acquisition shares of Common Stock and approve the Merger and adopt this Agreement and the MergerAgreement. To the extent that such recommendation is not withdrawn in accordance with Section 5.2(b) hereof, the The Company hereby consents to the inclusion in the Offer Documents of such recommendation and approval in of the Offer DocumentsBoard of Directors of the Company. The Company also represents that the Company its Board of Directors has received the written opinion (the "Fairness Opinion") of Merrxxx Xxxch, Pierce, Fennxx X.X. Xxxxxxxx & Xmitx Xxxorporated, financial advisor to the Company Board Co. (the "Financial Advisor"), that, as of October 13, 1999, ) that the cash proposed consideration to be received by the stockholders holders of the Company shares of Common Stock pursuant to the Offer and the Merger is fair to such stockholders holders from a financial point of view (the "Fairness Opinion")view. The Company has been authorized by the Financial Advisor to permit, subject to the prior review and consent by the Financial Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 (as hereinafter defined) and the Proxy StatementStatement (as hereinafter defined). Notwithstanding the foregoing, the Company may withdraw, modify or amend its recommendation (and the Financial Advisor may withdraw, modify or amend its Fairness Opinion) in accordance with the provisions of Section 5.2 of this Agreement.