Common use of The Offer Clause in Contracts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Exhibit A shall have occurred and be continuing, as promptly as practicable but in no event later than ten (10) Business Days after the date of this Agreement, Parent shall cause Sub to commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Parent and the Company. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tendered.

The Offer. (a) Provided Subject to the provisions of this Agreement, and provided that this Agreement shall not have been terminated in accordance with Section 7.1 9.1 and none subject to the satisfaction or waiver of each of the events conditions to the Offer set forth in Exhibit Annex A shall have occurred and be continuingto this Agreement (the "Offer Conditions"), as promptly as practicable but in no event not later than ten the tenth (1010th) Business Days after business day from the date of public announcement (counting the business day on which such announcement is made) of the execution of this Agreement (which date of announcement shall be no later than the first business day after the execution of this Agreement), Parent Acquiror shall cause Merger Sub to commence (within the Offermeaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), the Offer at a price equal to the Common Stock Price for each and every share of Company Common Stock. The obligation of Merger Sub toto consummate the Offer, and of Parent to cause Sub to, accept for payment, payment and to pay for, for any Shares shares of Company Common Stock tendered pursuant to the Offer shall be subject solely to the satisfaction of each or waiver of the conditions set forth in Exhibit A (any Offer Conditions. It is agreed that the Offer Conditions are for the benefit of which Merger Sub and may be waived asserted by Merger Sub regardless of the circumstances giving rise to any such condition and Merger Sub expressly reserves the right, in its sole discretion), providedto waive any such condition; provided that, howeverwithout the prior written consent of Company, that Merger Sub will return shall not waive the Minimum Condition (as defined in Annex A) or cause to be returned all stock certificates tendered to it by any holders the condition set forth in paragraph (f) of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the Annex A. The initial time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The and expiration date of the Offer shall be 12:00 midnight Eastern Standard Time on the date that is the 20th Business Day business day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Parent and the Company. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under determined using Rule 14d-11 14d-2 under the Exchange Act, ) (the "Scheduled Expiration Date" and any date to which the Offer is extended as soon permitted by Section 1.1(b) shall be referred to herein as practicable after Shares are validly tenderedthe "Extended Expiration Date").

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 Article VII and none of the events set forth in Exhibit Annex A hereto ------- shall have occurred or be existing, Purchaser shall, and be continuingParent shall cause Purchaser to, as promptly as practicable after the date hereof (but in no event later than ten (10) Business Days the fifth business day after the date public announcement of the terms of this Agreement), Parent shall cause Sub commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), an offer (the "Offer") ------------ ----- to commence purchase all of the Offeroutstanding shares of Company Common Stock (and associated Rights) at a price of 38.50 United States Dollars ($38.50) per share and associated Right (the "Offer Price"), net to the seller in cash, subject to ----------- reduction for any applicable withholding taxes and, but only if such payment is to be made other than to the registered holder, any applicable stock transfer taxes payable by such holder. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered Offer will be made pursuant to an Offer to Purchase and related Letter of Transmittal containing the Offer shall be subject to the satisfaction of each of the terms and conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”)this Agreement. The initial expiration date of the Offer shall be the 20th Business Day following twentieth business day from and after the commencement date the Offer is commenced (the "Initial Expiration Date"). The obligation of Purchaser to accept for payment, ----------------------- purchase and pay for any shares of Company Common Stock (and associated Rights) tendered pursuant to the Offer shall be subject, except as provided in Section 1.1(b), only to the satisfaction of (i) the condition that a number of shares of Company Common Stock representing not less than fifty-one percent (51%) of the total issued and outstanding shares of Company Common Stock on a diluted basis (after giving effect to the conversion or exercise of all outstanding options, warrants and other rights or securities convertible into shares of Company Common Stock) (excluding any shares of Company Common Stock held by the Company or any of its Subsidiaries (as defined below)) on the date such shares are purchased pursuant to the Offer have been validly tendered and not withdrawn prior to the expiration of the Offer (the “Expected Expiration Date”). Sub "Minimum Condition") and (ii) the ----------------- other conditions set forth in Annex A hereto; provided, however, that Purchaser ------- -------- ------- expressly reserves the right to modify the terms waive any of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for (other than the Minimum Condition) and to make any period agreed upon by Parent and the Company. On change in the terms and subject to the or conditions of the Offer and this Agreementin its sole discretion, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant subject to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tenderedSection 1.1(b).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 Article VIII and none of the events or conditions set forth in Exhibit Annex A (other than clauses (b), (f), (h) and (i)) shall have occurred and be continuingexisting, Cardinal Health shall cause Subcorp to commence, and Subcorp shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)), as promptly as reasonably practicable but after the date of this Agreement and in no any event later than ten (10) Business Days within 10 business days after the date of this Agreement, Parent shall cause Sub to commence the Offer. The obligation of Sub to, and of Parent Cardinal Health shall cause Subcorp to cause Sub to, accept for payment, and pay forSubcorp shall accept for payment, any Shares tendered pursuant to the Offer shall be subject to the satisfaction all shares of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, ALARIS Common Stock that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Parent and the Company. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall promptly pay for all Shares have been validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated at the earliest time following the initial Expiration Date (as defined in Section 1.1(c)) at which time all conditions of the Offer shall have been satisfied or waived by Subcorp, and, thereafter, Subcorp shall accept for payment all additional shares of ALARIS Common Stock validly tendered during any subsequent offering period to purchase the extent Cardinal Health and Subcorp determine to provide a subsequent offering period in connection with the Offer, provided Cardinal Health and Subcorp are permitted to do so pursuant to Section 1.1(c). Subcorp shall not accept for payment any shares of ALARIS Common Stock tendered pursuant to the Offer unless there shall have been validly tendered and not withdrawn prior to the Expiration Date such number of shares of ALARIS Common Stock that satisfy the Minimum Condition (as soon defined in Annex A). Subcorp expressly reserves the right to increase the Per Share Amount and to waive any condition of the Offer, except the Minimum Condition. Without the prior written consent of ALARIS, Subcorp shall not decrease the Per Share Amount or change the form of consideration payable in the Offer, decrease the number of shares of ALARIS Common Stock sought to be purchased in the Offer, impose conditions to the Offer in addition to those set forth in Annex A, change or waive the Minimum Condition or, except as practicable after provided in Section 1.1(c), extend the expiration of the Offer andbeyond the initial Expiration Date, during or amend any extension other term of the Offer pursuant in a manner materially adverse to a subsequent offering period under Rule 14d-11 under the Exchange ActALARIS Stockholders. The Per Share Amount shall be paid less any required withholding of Taxes (as defined in Section 5.12(h)), as soon as practicable after Shares are validly tenderedupon the terms and subject to satisfaction or waiver of the conditions of the Offer set forth in Annex A. ALARIS agrees that no shares of ALARIS Common Stock held by ALARIS or any of its subsidiaries will be tendered in the Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 its terms and none of the events set forth in Exhibit A Paragraphs (a) through (f) of Annex I hereto shall have occurred or be existing, no later than two (2) business days after the public announcement of the terms of this Agreement, the Purchaser shall commence the Offer, in accordance with the requirements of Regulations 14D and be continuing14E promulgated under the Exchange Act, and any applicable State securities laws, to purchase all of the issued and outstanding Common Shares for the Offer Price net to the seller thereof in cash, provided, however, that the Purchaser shall use its best efforts to commence the Offer as promptly soon as practicable after the public announcement of the terms of this Agreement, but in no event later than ten (10) Business Days two business days after the date of this Agreement, Parent shall cause Sub to commence the Offersuch public announcement. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to expire and terminate on the satisfaction of each of the conditions set forth in Exhibit A twentieth (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following 20th) business day from the commencement of the Offer (the “Expected "Expiration Date”"). Sub expressly reserves ; provided, however, that the Purchaser shall have the right to modify extend the Expiration Date up to ten (10) additional business days in order to satisfy any of the conditions set forth in Annex I hereto other than the Offer Financing Condition, provided that the failure of such conditions to be satisfied is not due to a breach of this Agreement by Parent or Purchaser. Provided that this Agreement shall not have been terminated in accordance with its terms and none of the events set forth in Paragraphs (a) through (f) of Annex I hereto shall have occurred or be existing, no later than (2) two business days after the public announcement of the terms of this Agreement, the Purchaser shall file with the Securities and Exchange Commission (the "SEC") the Purchaser's Tender Offer Statement on Schedule 14D-1 (together with any supplements or amendments thereto, the "Offer Documents"), which shall contain (as an exhibit) the Purchaser's offer to purchase the Common Shares (the "Offer to Purchase") which shall be mailed to the holders of Common Shares with respect to the Offer, which shall contain the conditions set forth in Annex I hereto and no others; it being understood that the Offer with at least shall be on the terms and subject to the conditions that are agreed to by the parties hereto and no others and that the Purchaser shall use its best efforts to file the Tender Offer Statement on Schedule 14D-1 as soon as practicable, but in no event later than two (2) business days written notice after such public announcement. The obligation of Purchaser to accept for payment or pay for any Common Shares tendered pursuant to the Company, setting Offer will be subject only to the satisfaction of the conditions set forth in full detail any such change, except that, without Annex I hereto. Without the prior written consent of the Company, Sub the Purchaser shall not (i) reduce decrease the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify price per Common Share or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer, decrease the number of Common Shares sought to be purchased in the Offer, change the conditions set forth in Annex I, waive the Minimum Condition (as defined in Annex I), impose additional conditions to the Offer or (v) otherwise amend or modify any other term of the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding Shares; provided that the foregoing, Sub may extend Purchaser expressly reserves the Offer for right to waive any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable condition to the Offer or for any period agreed upon by Parent and (other than the Minimum Condition) without the consent of the Company. On Subject to the terms of the Offer and subject to this Agreement and the satisfaction of all the conditions of the Offer set forth in Annex I hereto as of any expiration date, Purchaser will accept for payment and this Agreement, Sub shall promptly pay for all Common Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after such Expiration Date (the expiration time of such purchase being referred to herein as the "Offer Purchase Closing"). Purchaser shall make reasonable provision for the payment of Offer proceeds to be made by wire transfer of immediately available funds to any person tendering Common Shares representing more than 1% of the Offer andCompany's outstanding Common Shares. Subject to Section 8.01, during if any extension of the conditions set forth in Annex I hereto are not satisfied or, to the extent permitted by this Agreement, waived by the Purchaser as of the Expiration Date (or any subsequently scheduled expiration date), Purchaser will extend the Offer pursuant from time to a subsequent offering time, in each case, for the shortest time period under Rule 14d-11 under that it reasonably believes is necessary for the Exchange Act, as soon as practicable after Shares are validly tenderedconsummation of the Offer. Each of the parties hereto shall use its reasonable best efforts to cause all conditions precedent set forth in Annex I to be fulfilled and avoid the occurrence of any event or to cure any event which may prevent such conditions precedent set forth in Annex I from being fulfilled.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Exhibit A shall have occurred and be continuing, as As promptly as practicable (but in no event later than ten (10) Business Days five business days after the date public announcement of this Agreementthe execution hereof), Parent Merger Sub shall cause Sub to commence (within the Offer. The obligation meaning of Sub toRule 14d-2 under the Securities Exchange Act of 1934, as amended, and of Parent to cause Sub tothe rules and regulations promulgated thereunder (collectively, accept the "Exchange Act")) a tender offer (the "Offer") for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the outstanding shares validly tendered for payment pursuant of Company Common Stock (including the Company Preferred Rights) at a price of $20 per share of Company Common Stock, net to the Offer seller in cash (such price, or any such higher price per share as may be paid in the time at which such acceptance for payment occurs Offer, being referred to herein as the “"Offer Closing”Price"). The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right , subject to modify the terms of the Offer with at least two (2) business days written notice there being validly tendered and not withdrawn prior to the Company, setting forth in full detail any such change, except that, without the consent expiration of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, that number of shares of Company Common Stock (iiexcluding shares of Company Common Stock held in the Company's treasury) reduce which represents at least a majority of the Offer Price, Company Common Stock outstanding on a Fully Diluted Basis (iithe "Minimum Condition") modify or add and to the other conditions set forth in Exhibit AAnnex A hereto, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in and shall consummate the Offer in accordance with its terms ("Fully Diluted Basis" means issued and outstanding Company Common Stock and Company Common Stock subject to issuance under the Existing Options). The obligations of Merger Sub to accept for payment and to pay for any Company Common Stock validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (vthe "Offer to Purchase") otherwise containing the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. Merger Sub shall not amend or modify waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of shares of Company Common Stock sought, or amend any other condition of the Offer in any manner adverse to the holders of the Company Common Stock. Notwithstanding Stock without the foregoingprior written consent of the Company; provided, however, that if on the initial scheduled expiration date of the Offer which shall be twenty business days after the date the Offer is commenced, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act to have expired or been terminated, Merger Sub may shall extend the Offer for any period required by any rule, regulation, interpretation or position expiration date from time to time until two business days after the expiration of the SEC or waiting period under the staff thereof applicable to the Offer or for any period agreed upon by Parent and the CompanyHSR Act. On Merger Sub shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment Company Common Stock tendered as soon as it is legally permitted to do so under applicable law; provided, however, that if, immediately prior to the initial expiration date of the Offer and this Agreement(as it may be extended), Sub shall promptly pay for all Shares validly the Company Common Stock tendered and not withdrawn pursuant to the Offer equals less than 90% of the outstanding Company Common Stock, Merger Sub may extend the Offer two times for a period not to exceed ten business days, notwithstanding that Sub becomes obligated to purchase pursuant all conditions to the Offer are satisfied as soon as practicable after the of such expiration date of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tenderedOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Exhibit A shall have occurred and be continuing, as As promptly as reasonably practicable but (and in no any event later than ten within fifteen (1015) Business Days after the date of this Agreement, subject to compliance by the Company of its obligations pursuant to Section 1.2), the Purchaser shall (and Parent shall cause Sub Purchaser to) commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to commence purchase all of the outstanding Shares for cash at the Offer Price. The consummation of the Offer. The , and the obligation of Sub to, and of Parent the Purchaser to cause Sub to, accept for payment, payment and pay for, any for Shares tendered pursuant to the Offer (and any obligation of Parent to cause the Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer), shall be subject to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares (if any) then owned by Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, represents at least a majority of the Shares then outstanding and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures (to the extent such procedures are permitted by the Purchaser) that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”) and (ii) the satisfaction, or waiver by the Purchaser (to the extent permitted in Annex I), of each of the other conditions set forth in Exhibit A (any Annex I. For the purposes of which may be waived by Sub in its sole discretion)determining the Minimum Condition, provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders the “number of Shares if the Offer expires or terminates without Sub having accepted all then outstanding” and “number of shares of capital stock of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer Company outstanding” shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except thatmean, without the consent of the Companyduplication, Sub shall not (i) reduce the aggregate number of Shares subject to the Offerthen-outstanding, plus (ii) reduce the Offer Priceaggregate number Shares subject to then-outstanding vested Company RSUs and vested Company PSUs that have not yet settled into Shares that are then-outstanding, (ii) modify or add to the conditions set forth in Exhibit A, plus (iii) except as provided belowthe aggregate number of Shares that the Company is required to issue upon conversion, extend settlement or exercise of all then-outstanding Company Options for which the Offer, (iv) change the form Company has received notices of consideration payable in the Offer exercise or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position conversion and payment of the SEC or the staff thereof applicable aggregate exercise price prior to the Offer or for any period agreed upon by Parent and the Company. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and for which the Company has not yet issued Shares. Other than the Minimum Condition, and subject to Annex I, the conditions to the Offer set forth in this Section 1.1 and clause (c) of the initial paragraph of Annex I are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to any such conditions (except if any breach of the Merger Agreement or other action or inaction by Parent or the Purchaser has been a proximate cause of or proximately resulted in the failure or the non-satisfaction of any such condition) and, during subject to the other terms of this Agreement (including Annex I), may be waived by the Purchaser, in its sole discretion, in whole or in part at any extension of the Offer pursuant time and from time to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tenderedtime.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 Article VII, then (i) not later than the first Business Day after execution of this Agreement, Parent and none the Company shall issue separate public announcements regarding the execution of the events set forth in Exhibit A shall have occurred this Agreement and be continuing(ii) Merger Sub shall, as promptly soon as practicable practicable, but in no event later than ten (10) five Business Days from and after the date of such announcement, including the date of announcement as the first Business Day in accordance with Rule 14d-2 under the Exchange Act, commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer to purchase all of the outstanding shares of Company Common Stock at the Price Per Share. The initial expiration date of the Offer shall be the twentieth Business Day from and after the date the Offer is commenced, including the date of commencement as the first Business Day in accordance with Rule 14d-2 under the Exchange Act. The Offer shall be made pursuant to an Offer to Purchase and related Letter of Transmittal in form reasonably satisfactory to the Company and containing terms and conditions set forth in this Agreement, Parent shall cause Sub to commence the Offer. The obligation of Merger Sub to, and of Parent to cause Sub to, accept for payment, payment and pay for, any Shares for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the satisfaction (i) there being at least that number of each shares of Company Common Stock representing a majority of the conditions set forth in Exhibit A (any total issued and outstanding shares of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if Common Stock on a fully diluted basis on the Offer expires or terminates without Sub having accepted all of the date such shares validly tendered for payment are purchased pursuant to the Offer (the time at which such acceptance for payment occurs being referred "MINIMUM SHARES") validly tendered and not withdrawn prior to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves "MINIMUM CONDITION") and (ii) the right to modify the terms satisfaction of the Offer with at least two (2) business days written notice to the Company, setting other conditions set forth in full detail Annex A hereto, any such changeof which conditions may be waived by Merger Sub in its sole discretion; PROVIDED, except thatHOWEVER, that Merger Sub shall not waive the Minimum Condition without the prior written consent of the Company, . The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered to Merger Sub shall not (i) reduce the number of Shares subject pursuant to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Parent and the Company. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tendered.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 Article VII and none of the events set forth in Exhibit ANNEX A hereto shall have occurred or be existing, Purchaser shall, and be continuingParent shall cause Purchaser to, as promptly as practicable after the date hereof (but in no event later than ten (10) Business Days the tenth business day after the date public announcement of the terms of this Agreement), Parent shall cause Sub commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), an offer (the "OFFER") to commence purchase any and all of the Offeroutstanding shares of Company Common Stock (and associated Rights) at a price of Twenty-One United States Dollars ($21.00) per share and associated Right (the "OFFER PRICE"), net to the seller in cash, subject to reduction for any applicable withholding taxes and, but only if such payment is to be made other than to the registered holder, any applicable stock transfer taxes payable by such holder. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered Offer will be made pursuant to an Offer to Purchase and related Letter of Transmittal containing the Offer shall be subject to the satisfaction of each of the terms and conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”)this Agreement. The initial expiration date of the Offer shall be the 20th Business Day following twentieth business day from and after the commencement date the Offer is commenced (the "INITIAL EXPIRATION DATE"). The obligation of Purchaser to accept for payment, purchase and pay for any shares of Company Common Stock (and associated Rights) tendered pursuant to the Offer shall be subject, except as provided in Section 1.1(b), only to the satisfaction of (i) the condition that a number of shares of Company Common Stock representing not less than fifty-one percent (51%) of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis (after giving effect to the conversion or exercise of all outstanding options, warrants and other rights or securities convertible into shares of Company Common Stock) (excluding any shares of Company Common Stock held by the Company or any of its Subsidiaries) on the date such shares are purchased pursuant to the Offer have been validly tendered and not withdrawn prior to the expiration of the Offer (the “Expected Expiration Date”). Sub "MINIMUM CONDITION") and (ii) the other conditions set forth in ANNEX A hereto; PROVIDED, HOWEVER, that Purchaser expressly reserves the right to modify the terms waive any of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for (other than the Minimum Condition) and to make any period agreed upon by Parent and the Company. On change in the terms and subject to the or conditions of the Offer and this Agreementin its sole discretion, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant subject to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tenderedSection 1.1(b).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Exhibit Annex A hereto shall have occurred and be continuingcontinuing (and shall not have been waived by Purchaser or Merger Sub), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer as promptly as reasonably practicable after the date hereof, but in no event later than ten five (105) Business Days after business days from the date of this Agreement, Parent shall cause Sub to commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to the satisfaction of each remain open at least twenty (20) business days (as defined in Rule 14d-1(g)(3) of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following the Exchange Act) from commencement of the Offer (the “Expected Initial Expiration Date”). The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with requirements of this Section 1.1(a)) shall be subject only to the satisfaction or the waiver by Purchaser or Merger Sub of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer (x) that number of shares of Common Stock which, together with any shares of Common Stock then owned by Purchaser or Merger Sub (without giving effect to shares subject to purchase under the Stock Option Agreement or the Stockholders Agreement), represents greater than 90% of the shares of Common Stock outstanding and (y) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Convertible Preferred Stock which, together with any shares of Convertible Preferred Stock then owned by Purchaser or Merger Sub (without giving effect to shares subject to purchase under the Stock Option Agreement the Stockholders Agreement), represents 100% of the Convertible Preferred Stock outstanding (clauses (x) and (y) together, the “Minimum Condition”); and (ii) the other conditions set forth in Annex A hereto. Subject to the prior satisfaction or waiver by Purchaser or Merger Sub of the Minimum Condition and the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to modify waive any of such conditions, to increase either or both of the Offer Prices and to make any other changes in the terms of the Offer with at least two (2) business days written notice to the CompanyOffer; provided, setting forth in full detail any such changehowever, except thatthat Merger Sub shall not, without the consent and Purchaser shall cause Merger Sub not to, decrease either of the CompanyOffer Prices, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer, decrease the number of Shares sought in the offer, impose additional conditions to the Offer, extend the Offer beyond the Initial Expiration Date except as set forth below, or (v) otherwise amend or modify any other condition of the Offer in any manner adverse to the holders of the Shares, in each case without the prior written consent of the Company Common Stock(such consent to be authorized by the Company Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, Merger Sub may may, without the consent of the Company, (i) if, at any scheduled expiration of the Offer any of the conditions to Merger Sub’s obligation to accept Shares for payment shall not be satisfied or waived, extend the Offer beyond the Initial Expiration Date for a time period reasonably necessary to permit such condition to be satisfied, or (ii) extend the Offer for any period required by any rule, regulation, regulation or interpretation or position of the SEC United States Securities and Exchange Commission (“SEC”), or the staff thereof thereof, applicable to the Offer or for any period agreed upon by Parent and Offer. Merger Sub may, without the consent of the Company. On the terms and subject to the conditions of , extend the Offer and this Agreement, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under in accordance with Rule 14d-11 under the Exchange Act. In addition, as soon as practicable after Shares are validly tenderedeither or both of the Offer Prices may be increased and the Offer may be extended to the extent required by law in connection with such increase, in each case without the consent of the Company.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 Article VII and none subject to the conditions of this Agreement, then (i) not later than the events set forth in Exhibit A first Business Day after execution of this Agreement, LUKOIL Americas and the Company shall have occurred issue mutually acceptable public announcements regarding the execution of this Agreement and be continuingfile such announcement with the Securities and Exchange Commission (the "SEC") under cover of Schedule TO and (ii) Merger Sub shall, and LUKOIL Americas shall cause Merger Sub to, as promptly soon as practicable practicable, but in no event later than ten (10) seven Business Days from and after the date of this Agreementsuch announcement, Parent shall cause Sub to including the date of announcement as the first Business Day in accordance with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commence (within the Offer. The obligation meaning of Sub to, and Rule 14d-2(a) of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered pursuant to the Exchange Act) the Offer shall be subject to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted purchase all of the outstanding shares validly tendered for payment pursuant to of Company Common Stock (other than as otherwise provided in this Agreement) at the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”)Price Per Share. The initial expiration date of the Offer shall be the 20th twentieth Business Day following from and after the date the Offer is commenced, including the date of commencement as the first Business Day in accordance with Rule 14d-2 under the Exchange Act subject to extension as provided herein. The Offer shall be made pursuant to an Offer to Purchase and related Letter of Transmittal in form reasonably satisfactory to the Company and containing terms and conditions consistent with this Agreement. The obligation of Merger Sub to accept for payment and pay for shares of Company Common Stock tendered pursuant to the Offer in accordance with the terms of this Agreement shall be subject only to (x) there being at least that number of shares of Company Common Stock representing a majority of the total issued and outstanding shares of Company Common Stock on a fully diluted basis (the "Minimum Shares") validly tendered and not withdrawn prior to the expiration of the Offer (the “Expected Expiration Date”). Sub expressly reserves "Minimum Condition") and (y) the right to modify the terms satisfaction of the Offer with at least two (2) business days written notice to the Company, setting other conditions set forth in full detail Annex A hereto, any such changeof which conditions may be waived by Merger Sub in its sole discretion; provided, except thathowever, that Merger Sub shall not waive the Minimum Condition without the prior written consent of the Company, . Each party agrees that no shares of Company Common Stock held by it or any of its Subsidiaries will be tendered to Merger Sub shall not (i) reduce the number of Shares subject pursuant to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Parent and the Company. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tendered.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 Article VII, then (i) on or after the date of execution of this Agreement, but in any event not later than November 15, 1999, Purchaser and none of the events set forth in Exhibit A Company shall have occurred publicly announce the Offer and be continuing(ii) Purchaser shall, as promptly as practicable possible, but in no event later than ten (10) five Business Days (for purposes of this Agreement, such term having the meaning given the Rule 14d-1 under the Securities Exchange Act of 1934 (the "Exchange Act")) after the date of such public announcement, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase (a) all of the issued and outstanding shares of the Company Common Stock at a price per share of (Y)1490, in cash (the "Company Common Stock Offer Price") and (b) all of the issued and outstanding ADSs, at a yen price per ADS equal to one-half of the Company Common Stock Offer Price (the "ADS Offer Price" and, together with the Company Common Stock Offer Price, the "Offer Price"). Payments of the ADS Offer Price will be made in U.S. dollars by converting the yen price per ADS into U.S. dollars using the noon buying rate in New York City for cable transfers of yen announced for customs purposes by the Federal Reserve Bank of New York on the date of settlement of the Offer in Japan. Purchaser may withhold and deduct amounts from such payments in accordance with Section 1.1(c). The Offer in Japan shall be made pursuant to the Registration Statement (as defined below), the Public Notice (as defined below), the Explanatory Statement (as defined below) and the Application Form (as defined below) containing the terms and conditions set forth in this Agreement, Parent . The Offer in the United States shall cause Sub be made pursuant to an Offer to Purchase (the "Offer to Purchase") and related Letter of Transmittal (the "Letter of Transmittal") containing terms and conditions consistent with this Agreement. The obligation of Purchaser to commence the Offer. The obligation of Sub to, conduct and of Parent to cause Sub to, consummate the Offer and accept for payment, and pay for, any Shares properly tendered and not withdrawn pursuant to the Offer shall not be subject to any conditions other than changes in or interpretations of, applicable laws or any court order or injunction that have the satisfaction effect of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if making the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”)unlawful. The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub Purchaser expressly reserves the right right, subject to compliance with the Exchange Act, the Securities and Exchange Law of Japan, as amended (the "SEL"), the Securities and Exchange Law Enforcement Order, as amended (the "Enforcement Order"), the Ministerial Ordinance (the "Ministerial Ordinance") issued by the Japanese Ministry of Finance (the "MOF"), and the Commercial Code of Japan relating to joint stock corporations and certain related legislation (the "Commercial Code" and collectively with the SEL, the Enforcement Order, and the Ministerial Ordinance, the "Applicable Japanese Laws"), to modify the terms of the Offer with at least two (2) business days written notice to Offer. In no event shall Purchaser amend or modify the Company, setting forth in full detail any such change, except that, without the consent terms of the Company, Sub shall not Offer to (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (viv) otherwise amend amend, alter, add or modify waive any term of the Offer in any manner adverse to the holders of Company Common Stockthe Shares. Notwithstanding Purchaser shall as soon as practicable after the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position expiration date of the SEC or Offer, which is expected to be no later than six trading days after the staff thereof applicable to the Offer or expiration date in Japan, accept for any period agreed upon by Parent payment, and the Company. On the terms and subject to the conditions of the Offer and this Agreementpay for, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tenderedOffer.

The Offer. (a) Provided that If this Agreement shall has not have been terminated in accordance with Section 7.1 9.1 and none of the events set forth in Exhibit A hereto (excluding items (f) – (j) thereof) shall have occurred and be continuing, as promptly as practicable but and in no any event later than within ten (10) Business Days business days after the date hereof, Purchaser shall commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, Parent shall cause Sub as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) an offer to commence purchase all Company Common Shares at a price of $14.00 per Company Common Share, net to the seller in cash (such price, or the highest price per Company Common Share paid in the Offer, the “Offer Price”). The obligation obligations of Sub to, and of Parent Purchaser to cause Sub to, accept for payment, payment and to pay for, any for Company Common Shares validly tendered pursuant to under the Offer on or before the expiration of the Offer and not withdrawn shall be subject only to (i) there being validly tendered and not withdrawn before the satisfaction of each final expiration of the Offer that number of Company Common Shares which, together with the Company Common Shares beneficially owned by Parent or Purchaser or any of their Subsidiaries, represents at least a majority of the Company Common Shares then issued and outstanding on a Fully-Diluted Basis (the “Minimum Condition”), and (ii) the other conditions set forth in Exhibit A hereto. The Offer shall be made by means of an offer to purchase (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closingto Purchase”). The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify ) containing the terms of the Offer with at least two (2) business days written notice to the Company, setting set forth in full detail any such changethis Agreement, except thatthe Minimum Condition, without and the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the other conditions set forth in Exhibit AA hereto. “Fully-Diluted Basis” means, (iii) except as provided belowof any date, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders number of Company Common StockShares issued and outstanding, together with the Company Common Shares that may be issued by the Company under warrants, options, rights or other obligations outstanding at that date whether or not vested or then exercisable. Notwithstanding the foregoingUnless extended in accordance with Section 1.1(b) and/or Section 1.1(c) below, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Parent and the Company. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable expire 20 business days after the expiration date of its commencement (the Offer “Initial Expiration Date” and, during any extension of as may be extended in accordance with Section 1.1(b) and/or Section 1.1(c) below, the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tendered“Expiration Date”).

The Offer. (a) Provided that Subject to the provisions of this Agreement shall and this Agreement not have having been terminated, if the Thermalloy Agreement is terminated in accordance with Section 7.1 and none prior to the Company's consummation of the events set forth transactions contemplated thereby, then Merger Sub may, upon written notice to the Company (the "Purchaser Notice"), and shall if the Company so requests in Exhibit A writing (the "Company Request") (and the Purchaser shall have occurred cause Merger Sub to), commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and be continuingthe rules and regulations promulgated thereunder (the "Exchange Act"), as promptly as practicable but in no event later than ten five business days after giving the Purchaser Notice or receiving the Company Request, an offer to purchase all of the outstanding shares of Common Stock at a price (10the "Offer Consideration") Business Days after of $24.50 per share of Common Stock net to the date of this Agreementseller in cash (the "Offer"). Subject to the conditions set forth in EXHIBIT A, Parent Merger Sub shall cause Sub to commence not withdraw the OfferOffer and shall purchase all Common Stock duly tendered and not withdrawn. The obligation of Merger Sub to, and of Parent Purchaser to cause Merger Sub to, accept for payment, and pay for, any Shares shares of Common Stock tendered pursuant to the Offer shall be subject only to the satisfaction of each condition that there shall have been validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of shares of Common Stock which, together with the shares then owned by Purchaser or Merger Sub, represents at least a majority of the shares of Common Stock outstanding on a fully diluted basis (the "Minimum Condition"), and to the other conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Parent and the Company. On the terms this Agreement and subject to the terms and conditions of the Offer and this Agreement. For purposes of this Agreement, Sub shall promptly pay for all Shares validly tendered and not withdrawn "on a fully diluted basis" means, as of any date, the number of shares of Common Stock outstanding, together with the number of shares of Common Stock the Company is then required to issue pursuant to the Offer obligations outstanding at that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 date under the Exchange Act, as soon as practicable after Shares are validly tendered.Stock Option Plans or otherwise

The Offer. (a) Provided that this The Merger Agreement shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Exhibit A shall have occurred and be continuing, as promptly as practicable but in no event later than ten (10) Business Days after the date of this Agreement, Parent shall cause Sub to commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following contemplates the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms purchase all of the Offer with at least two (2) business days written notice issued and outstanding Class A Shares and all of the issued and outstanding Class B Shares for the Per Share Amount, net to the Companyseller in cash, setting forth in full detail any such change, except without interest and prescribes conditions to consummation of the Offer. The Merger Agreement provides that, without the prior written consent of Beringer, Purchaser may not: - Decrease or change the Company, Sub shall not (i) reduce form of the Per Share Amount; - Decrease the number of Shares subject sought to be purchased in the Offer; - Amend or waive the Minimum Condition; - Impose additional conditions to the Offer, (ii) reduce the Offer Price, (ii) modify ; or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form - Amend any other term of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common StockShares. Notwithstanding The "Minimum Condition" requires that there shall have been validly tendered and not withdrawn prior to the foregoingExpiration Date a number of Shares that, Sub may extend together with any Shares that Purchaser has the Offer for right to acquire pursuant to the Tender Agreement (excluding Shares subject to the Tender Agreement that have been validly tendered and not withdrawn prior to the Expiration Date) and any period required Shares then owned by Xxxxxx'x or any ruleof its subsidiaries, regulation, interpretation or position constitutes at least a majority of the SEC total voting power of the outstanding securities of Beringer entitled to vote in the election of directors or in a merger (the staff thereof applicable "Voting Securities"), calculated on a fully diluted basis on the date of purchase ("on a fully diluted basis" having the following meaning: as of any date, the number of Voting Securities outstanding, together with the number of Voting Securities Beringer is then required to issue pursuant to obligations outstanding at that date under employee stock options, warrants, benefit plans or other rights to purchase or acquire Voting Securities, assuming the absence of any vesting requirements or conditions). If, on the Expiration Date all conditions to the Offer shall not have been satisfied or waived, Purchaser may (and at Xxxxxxxx'x request will) extend the Expiration Date from time to time for any such additional periods not to exceed 30 calendar days in order to permit such conditions to be satisfied; provided, however, that the Expiration Date may not be extended beyond January 31, 2001. Notwithstanding that all the conditions to the Offer have been satisfied, Xxxxxx'x may, in its sole discretion, extend the Expiration Date for up to 10 business days. In the event that the Minimum Condition has been satisfied and all other conditions to the Offer have been satisfied or waived but less than 100% of the Class A Shares and 90% of the Class B Shares, calculated on a fully diluted basis, have been validly tendered and not withdrawn on the Expiration Date, Purchaser will accept and purchase all of the Shares tendered in the initial offer period agreed upon by Parent and the Companymay notify stockholders of Purchaser's intent to provide a Subsequent Offer Period which shall not exceed 10 business days. On Purchaser will, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer Offer, accept for payment and this Agreement, Sub shall promptly pay for purchase all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated as soon as permissible after the Expiration Date of the Offer. Xxxxxx'x will cause Purchaser to purchase have sufficient funds make all payments required to be made pursuant to the Offer as soon as practicable after and the expiration Merger and Xxxxxx'x shall cause Purchaser to comply with all of its obligations under the Merger Agreement. The Company represented and warranted to Xxxxxx'x in the Merger Agreement that: - The Beringer Board, at a meeting duly called and held, unanimously (with one Beringer Board member absent): - Approved and adopted the Merger Agreement and approved the Tender Agreement and the transactions contemplated thereby, including the Offer and the Merger (such adoption and approval being sufficient to render Section 203 of the Delaware General Corporation Law (the "DGCL") inapplicable to the Merger Agreement and the Tender Agreement and the transactions contemplated thereby, including the Offer andand the Merger, during any extension assuming that Xxxxxx'x and Purchaser are not "interested stockholders," as such term is defined in Section 203 of the Offer DGCL, immediately prior to the execution of the Merger Agreement and the Tender Agreement by Xxxxxx'x and Purchaser); - Recommended that the stockholders of Beringer accept the Offer, tender their Shares pursuant to the Offer and adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger; and - Determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to and in the best interests of the stockholders of Beringer, and - Xxxxxxx, Xxxxx & Co., Xxxxxxxx'x financial advisor, rendered its opinion to the Beringer Board to the effect that the consideration to be received by the holders of Shares pursuant to the Offer and the Merger is fair to such holders from a subsequent offering period under Rule 14d-11 financial point of view. The Merger Agreement provides that, if requested by Xxxxxx'x, following the purchase by Purchaser of any Shares pursuant to the Offer and thereafter the purchase of Shares pursuant to the Tender Agreement, and from time to time thereafter as Shares are acquired by Purchaser, Xxxxxx'x is entitled to designate such number of directors, rounded up to the next whole number, on the Beringer Board as is equal to the product of the total number of directors on the Beringer Board (determined after giving effect to the directors so appointed or elected pursuant to such provision and including current directors serving as officers of Beringer) multiplied by the percentage that the aggregate number of Shares beneficially owned by Xxxxxx'x or its affiliates (including such Shares as are accepted for payment pursuant to the Offer, but excluding Shares held by Beringer) bears to the total number of Shares then outstanding. At such times, if requested by Xxxxxx'x, Beringer will also cause each committee of the Beringer Board to include persons designated by Xxxxxx'x constituting the same percentage of each such committee as designees of Xxxxxx'x are of the Beringer Board. The Company will, upon request by Xxxxxx'x, promptly increase the size of the Beringer Board or use its best efforts to secure the resignations of such number of directors as is necessary to enable designees of Xxxxxx'x to be elected to the Beringer Board and shall cause designees of Xxxxxx'x to be elected to the Beringer Board. In the event that designees of Xxxxxx'x are appointed or elected to the Beringer Board, until the Effective Time, the Beringer Board shall include at least three directors who were directors on the date of the Merger Agreement and who are neither officers of Beringer nor designees, stockholders, affiliates or associates of Xxxxxx'x (the "Independent Directors"). If no Independent Directors remain, the other directors shall designate three persons to fill the vacancies, none of whom shall be either an officer of Beringer or a designee, stockholder, affiliate or associate of Xxxxxx'x, and such persons shall be deemed to be Independent Directors for purposes of the Merger Agreement. Prior to the Effective Time, the affirmative vote of a majority of the Independent Directors is required to: - amend or terminate the Merger Agreement on behalf of Beringer, - exercise or waive any of Xxxxxxxx'x rights or remedies under the Exchange ActMerger Agreement, as soon as practicable after Shares are validly tendered- extend the time for performance of Xxxxxx'x obligations under the Merger Agreement, or - take any other action by Beringer in connection with the Merger Agreement required to be taken by the Beringer Board. Pursuant to the Merger Agreement, until the Effective Time, the affirmative vote of a majority of the Independent Directors is sufficient to cause Beringer to enforce any of its rights and remedies under the Merger Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 its terms and none of the events set forth in Exhibit A Paragraphs (a) through (f) of Annex I hereto shall have occurred or be existing, no later than two (2) business days after the public announcement of the terms of this Agreement, the Purchaser shall commence the Offer, in accordance with the requirements of Regulations 14D and be continuing14E promulgated under the Exchange Act, and any applicable State securities laws, to purchase all of the issued and outstanding Common Shares for the Offer Price net to the seller thereof in cash, provided, however, that the Purchaser shall use its best efforts to commence the Offer as promptly soon as practicable after the public announcement of the terms of this Agreement, but in no event later than ten (10) Business Days two business days after the date of this Agreement, Parent shall cause Sub to commence the Offersuch public announcement. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to expire and terminate on the satisfaction of each of the conditions set forth in Exhibit A twentieth (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following 20th) business day from the commencement of the Offer (the “Expected "Expiration Date”"). Sub expressly reserves ; provided, however, that the Purchaser shall have the right to modify extend the terms of the Offer with at least two Expiration Date up to ten (210) additional business days written notice in order to the Company, setting forth in full detail satisfy any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit AAnnex I hereto other than the Offer Financing Condition, provided that the failure of such conditions to be satisfied is not due to a breach of this Agreement by Parent or Purchaser. Provided that this Agreement shall not have been terminated in accordance with its terms and none of the events set forth in Paragraphs (iiia) except through (f) of Annex I hereto shall have occurred or be existing, no later than (2) two business days after the public announcement of the terms of this Agreement, the Purchaser shall file with the Securities and Exchange Commission (the "SEC") the Purchaser's Tender Offer Statement on Schedule 14D-1 (together with any supplements or amendments thereto, the "Offer Documents"), which shall contain (as provided below, extend an exhibit) the Purchaser's offer to purchase the Common Shares (the "Offer to Purchase") which shall be mailed to the holders of Common Shares with respect to the Offer, (iv) which shall contain the conditions set forth in Annex I hereto and no others; it being understood that the Offer shall be on the terms and subject to the conditions that are agreed to by the parties hereto and no others and that the Purchaser shall use its best efforts to file the Tender Offer Statement on Schedule 14D-1 as soon as practicable, but in no event later than two business days after such public announcement. The obligation of Purchaser to accept for payment or pay for any Common Shares tendered pursuant to the Offer will be subject only to the satisfaction of the condition set forth in Annex I hereto. Without the prior written consent of the COMPANY, the Purchaser shall not decrease the price per Common Share or change the form of consideration payable in the Offer, decrease the number of Common Shares sought to be purchased in the Offer, change the conditions set forth in Annex I, waive the Minimum Condition (as defined in Annex I), impose additional conditions to the Offer or (v) otherwise amend or modify any other term of the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding Shares; provided that the foregoing, Sub may extend Purchaser expressly reserves the Offer for right to waive any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable condition to the Offer or for any period agreed upon by Parent (other than the Minimum Condition) without the consent of the COMPANY. Subject to the terms of the Offer and this Agreement and the Company. On the terms and subject to satisfaction of all the conditions of the Offer set forth in Annex I hereto as of any expiration date, Purchaser will accept for payment and this Agreement, Sub shall promptly pay for all Common Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after such Expiration Date (the expiration time of such purchase being referred to herein as the "Offer Purchase Closing"). Purchaser shall make reasonable provision for the payment of Offer proceeds to be made by wire transfer of immediately available funds to any person tendering Common Shares representing more than 1% of the Offer andCOMPANY's outstanding Common Shares. Subject to Section 8.01, during if any extension of the conditions set forth in Annex I hereto are not satisfied or, to the extent permitted by this Agreement, waived by the Purchaser as of the Expiration Date (or any subsequently scheduled expiration date), Purchaser will extend the Offer pursuant from time to a subsequent offering time, in each case, for the shortest time period under Rule 14d-11 under that it reasonably believes is necessary for the Exchange Act, as soon as practicable after Shares are validly tenderedconsummation of the Offer. Each of the parties hereto shall use its reasonable best efforts to cause all conditions precedent set forth in Annex I to be fulfilled and avoid the occurrence of any event or to cure any event which may prevent such conditions precedent set forth in Annex I from being fulfilled.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 and so long as none of the events set forth in Exhibit on Annex A shall have occurred and be continuing, as promptly as practicable but and in no any event later than ten (10) within 10 Business Days after the date of this Agreementhereof, Purchaser shall, and Parent shall cause Sub to commence the Offer. The obligation of Sub Purchaser to, as the first step in completing the Merger, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), an offer (the "Offer") to purchase all shares of the issued and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered outstanding Company Common Stock together with the associated rights issued pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Exhibit A Rights Plan (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer as defined herein) (the time at which such acceptance "Company Rights") for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add subject only to the conditions set forth in Exhibit AAnnex A hereto; provided, however, that Parent may designate another wholly owned, direct subsidiary of Parent as the bidder (iiiwithin the meaning of Rule 14d-1(g)(2) except as provided below, extend under the Exchange Act) in the Offer, (iv) change in which case reference herein to Purchaser shall be deemed to apply to such subsidiary, as appropriate. Except where the form context otherwise requires, all references herein to Shares or Company Common Stock shall include the associated Company Rights. The Company shall not tender Shares held by it or by any of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse its subsidiaries pursuant to the holders of Company Common StockOffer. Notwithstanding The Purchaser shall, and Parent shall cause the foregoingPurchaser to, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Parent and the Company. On on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law and regulations. The obligations of the Purchaser to consummate the Offer and this Agreement, Sub shall promptly to accept for payment and to pay for all any Shares validly tendered and not withdrawn pursuant on or prior to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer andand not withdrawn shall be subject only to the conditions set forth in Annex A hereto. Notwithstanding anything to the contrary set forth herein, during any extension no certificates or scrip representing fractional shares of Parent Common Stock shall be issued in connection with the Offer, and in lieu thereof each tendering stockholder who would otherwise be entitled to a fractional share of Parent Common Stock in the Offer pursuant (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such stockholder) will be paid an amount in cash (rounded up to the nearest whole cent) equal to the product obtained by multiplying (x) the fractional share interest to which such stockholder would otherwise be entitled by (y) the closing price for a subsequent offering period under Rule 14d-11 under share of Parent Common Stock as reported on the Exchange ActNew York Stock Exchange, Inc. (as soon as practicable after Shares are validly tenderedreported in The Wall Street Journal) on the Acceptance Date.

The Offer. (a) Provided Belden shall promptly publicly announce its intention to cause the Acquiror to make an offer (the “Offer”), and the Acquiror shall commence the Offer, subject to Section 2.3(e), pursuant to which the Acquiror shall make, or cause a direct or indirect wholly-owned subsidiary of the Acquiror to make, the Offer for all of the Miranda Shares, including Miranda Shares issuable (and that, prior to the Expiry Time are actually issued or conditionally issued pursuant to Sections 4.12 and 4.14) upon the exercise of Options, by mailing the Offer to registered Miranda Shareholders not later than 11:59 p.m. (Eastern time) on the tenth Business Day following the date hereof (the “Latest Mailing Time”), subject to the timely receipt of all required information from Miranda and provided that this Agreement if the mailing of the Offer is delayed by reason of: (a) any circumstance contemplated in Section 2.1(e)(x), then, provided that such injunction, order or other action is being contested or appealed by Belden or the Acquiror, the Latest Mailing Time shall be extended to 11:59 p.m. (Eastern time) on the fifth Business Day following the date on which such injunction, order or other action ceases to be in effect; (b) the Acquiror not have been terminated having obtained any regulatory waiver, consent or approval which is necessary to permit the Acquiror to mail the Offer, then, provided that such regulatory waiver, consent or approval is being actively sought, the Latest Mailing Time shall be extended to 11:59 p.m. (Eastern time) on the fifth Business Day following the date on which such waiver, consent or approval is obtained; (c) Miranda not having provided to the Acquiror the Miranda Circular in accordance with Section 7.1 and none 2.1(e)(vi) as well as any information pertaining to Miranda that is necessary for the completion of the events set forth Acquiror Circular by the Acquiror, or not having provided the lists and other information and assistance referred to in Exhibit A Section 2.4, or not having provided the Acquiror with such other assistance in the preparation of the Acquiror Circular as may be reasonably requested by the Acquiror in order that the Acquiror Circular comply in all material respects with applicable Securities Laws, then the Latest Mailing Time shall have occurred be extended to 11:59 p.m. (Eastern time) on the fifth Business Day following the date on which Miranda supplies such necessary information or other assistance; (d) an Acquisition Proposal having been publicly announced, the Latest Mailing Time shall be extended to 11:59 p.m. (Eastern time) on the fifth Business Day following the date on which the Miranda Board has confirmed in writing to the Acquiror that such Acquisition Proposal is not a Superior Proposal and has publicly re-affirmed its recommendation in favour of the Offer; (e) an Acquisition Proposal having been privately submitted to Miranda, the Latest Mailing Time shall be continuingextended to 11:59 p.m. (Eastern time) on the fifth Business Day following the date on which the Miranda Board has confirmed in writing to the Acquiror that such Acquisition Proposal is not a Superior Proposal; and (f) Miranda having provided a Superior Proposal Notice to Belden pursuant to Section 4.7(a)(iii) prior to the Latest Mailing Time, then the Latest Mailing Time will be extended to 11:59 p.m. (Eastern time) on the fifth Business Day following the earlier of (A) the date on which Miranda provides written notification to Belden that the Miranda Board has determined that the applicable Acquisition Proposal is not a Superior Proposal, and (B) the date on which Miranda and the Acquiror enter into an amended agreement pursuant to Section 4.7(b) which results in such Acquisition Proposal ceasing to be a Superior Proposal. The Acquiror may, at its election, commence the Offer by way of advertisement in a national Canadian newspaper and otherwise in compliance with Securities Laws. Subject to the foregoing, as promptly as reasonably practicable but in no event later than ten (10) Business Days after the date execution and delivery of this Agreement, Parent the Acquiror shall cause Sub to commence complete the Acquiror Circular, in the English and French languages, together with any other documents required by the Securities Laws in connection with the Offer. The obligation of Sub to, and of Parent to as promptly as reasonably practicable thereafter, the Acquiror shall, unless otherwise agreed by the parties, cause Sub to, accept for payment, the Acquiror Circular and pay for, any Shares tendered pursuant to other documentation required in connection with the Offer shall to be subject sent to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein Miranda Shareholders and filed as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Parent and the Company. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tenderedLaws.

The Offer. (a) Provided that this Agreement Sub shall, and Purchaser shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Exhibit A shall have occurred and be continuingcause Sub to, as promptly as practicable practicable, but in no event later than ten December 2, 1996, commence (10within the meaning of Rule 14d-2 under the Exchange Act) Business Days after an offer to purchase for cash (the date "OFFER") any and all of this Agreementthe Company's outstanding shares of common stock, Parent shall cause Sub par value $.01 per share (the "SHARES" or the "COMMON STOCK"), at a price not less than $19.09 per Share, net to commence the Offerseller in cash (the "OFFER PRICE"). The obligation of Offer shall have a scheduled expiration date 20 business days following the commencement thereof. The Sub toshall, and of Parent to Purchaser shall cause Sub to, accept for payment, payment and pay for, any for all Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Companyas soon as such actions are permitted under applicable law, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add only to the conditions set forth in Exhibit AAnnex A hereto and shall be made pursuant to an offer to purchase (the "OFFER TO PURCHASE") containing the terms set forth in this Agreement and the other conditions set forth in Annex A hereto. Sub shall not, (iii) except as provided belowand Purchaser shall not permit Sub to, decrease the Offer Price, extend the Offer, (iv) change the form expiration date of consideration payable in the Offer beyond the twentieth business day following commencement thereof or (v) otherwise amend or modify any other condition of the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoingShares without the prior written consent of the Company; PROVIDED, HOWEVER, that Sub may extend the expiration date of the Offer for if (i) one or more conditions set forth in Annex A hereto shall not be satisfied or (ii) Purchaser reasonably determines, with the prior approval of the Company (such approval not to be unreasonably withheld or delayed) that such extension is necessary to comply with any period required legal or regulatory requirements relating to the Offer. Purchaser will not tender into the Offer any Shares beneficially owned by it. The Company agrees that no Shares held by the Company or any ruleSubsidiary of the Company will be tendered pursuant to the Offer. (b) On the date of the commencement of the Offer, regulationPurchaser and Sub shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer which will include, interpretation as exhibits, an Offer to Purchase and a form of letter of transmittal and summary advertisement (together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC. In addition, Sub agrees to provide the Company and its counsel in writing with any comments Purchaser, Sub or position of their counsel may receive from time to time from the SEC or the its staff thereof applicable with respect to the Offer or for any period agreed upon by Parent and the Company. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall Documents promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tendered.receipt thereof. Section 2.2

The Offer. (a) Provided that Subject to the provisions of this Agreement, (i) not later than the first Business Day after execution of this Agreement, Parent and the Company shall issue a public announcement of the execution of this Agreement shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Exhibit A shall have occurred and be continuing(ii) Merger Sub shall, as promptly soon as practicable practicable, but in no event later than ten (10) five Business Days after the date of such announcement, commence (within the meaning of Rule 14d-2(a) of the Exchange Act) a tender offer (the "OFFER") to purchase all of the outstanding shares of Company Common Stock at a price of $10.00 per share, net to the seller in cash without interest (the "PRICE PER SHARE"), subject to reduction only for any applicable withholding taxes. The Offer shall be made pursuant to an Offer to Purchase and related Letter of Transmittal containing the terms and conditions set forth in this Agreement, Parent shall cause Sub to commence the Offer. The obligation of Merger Sub to, and of Parent to cause Sub to, accept for payment, purchase and pay for, any Shares for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) at least that number of shares of Company Common Stock equivalent to 75% of the Fully Diluted Shares (as defined below) of Company Common Stock on the date such shares are purchased pursuant to the Offer (subject to reduction as described below, the "MINIMUM SHARES") being validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the other conditions set forth in Exhibit ANNEX A (hereto, any of which conditions may be waived by Merger Sub in its sole discretion), ; provided, however, that Merger Sub will return or cause to be returned all stock certificates tendered to it by any holders of shall not reduce the Minimum Shares if the Offer expires or terminates without Sub having accepted all below a majority of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date Fully Diluted Shares of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, Company Common Stock without the prior written consent of the Company, . The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered to Merger Sub shall not (i) reduce the number of Shares subject pursuant to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Parent and the Company. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tendered.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 11.1 and none of the events set forth in Exhibit A nothing shall have occurred and or be continuing, as promptly as practicable but existing (that has not been waived by Buyer) that would result in no event later than ten (10) Business Days after the date of this Agreement, Parent shall cause Sub a failure to commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, satisfy any Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Exhibit A ANNEX I, as promptly as practicable, but in any event within ten business days after the public announcement of the execution and delivery of this Agreement, Buyer shall cause Sub to commence, and Sub shall commence an offer (the "Offer") to purchase all outstanding shares of Target Common Stock at a price of $4.75 per share, net to the seller in cash, subject to any of which may be waived by Sub required withholding taxes (such price, or any higher consideration paid in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all pursuant to the terms of this Agreement, the shares "Offer Price"). The Offer shall be subject, and only subject, to the condition that there shall be validly tendered for payment pursuant to the Offer and not properly withdrawn a number of shares of Target Common Stock that, together with the shares of Target Common Stock then beneficially owned by Buyer (including any shares of Target Common Stock acquired pursuant to the Tender and Option Agreement), if any, represents at least a majority of the shares of Target Common Stock outstanding on a fully diluted basis at the time of purchase ("on a fully diluted basis" meaning the number of shares of Target Common Stock outstanding plus all shares of Target Common Stock issuable by Target pursuant to Equity Rights outstanding at that date (whether or not such Equity Rights are currently exercisable or convertible)) (the time at which such acceptance for payment occurs being referred "Minimum Condition") and to herein as the “Offer Closing”). other conditions set forth in ANNEX I. The initial expiration date of the Offer shall be the 20th Business Day later of (x) the twentieth (20th) business day following the commencement of the Offer (determined using Rule 14d-2 adopted under the “Expected Expiration Date”Exchange Act), (y) the fifth (5th) business day following the waiver or expiration of Buyer's right to terminate the Agreement pursuant to Section 11.1(f), or (z) if prior to the date specified in clause (y) Target shall have received an Acquisition Proposal and provided notice to Buyer pursuant to Sections 9.1(b) or 9.2(a), the fifth (5th) business day following a Subsequent Determination (as defined in Section 9.1(b)). Sub Buyer expressly reserves the right to modify waive any of the conditions to the Offer and to make any change in the terms or conditions of the Offer with at least two (2) business days written notice to the CompanyOffer, setting forth in full detail any such change, except provided that, without the prior written consent of Target, no change may be made that changes or waives the CompanyMinimum Condition, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change changes the form of consideration payable to be paid, decreases the Offer Price or the number of shares of Target Common Stock sought in the Offer or (v) otherwise amend or modify Offer, extends the Offer (except as set forth in the next two sentences) or modifies, in any manner adverse to the holders of Company Target Common Stock. , or adds to, the conditions to the Offer set forth in ANNEX I. Notwithstanding the foregoing, Sub may Buyer may, without the consent of Target, (i) extend the Offer in increments of up to ten (10) business days each, if at the scheduled expiration date of the Offer any of the conditions to Sub's obligation to purchase shares of Target Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, (iii) make available a subsequent offering period (within the meaning of Rule 14d-11 adopted under the Exchange Act) and (iv) increase the Offer Price. Buyer and Sub agree that if any of the conditions to the Offer set forth in ANNEX I (other than the conditions set forth in clause (iii)(B) or clause (iii)(E) of ANNEX I) are not satisfied on the initial expiration date of the Offer or for any period agreed upon by Parent such subsequent expiration dates, then if all such conditions are capable of being satisfied prior to November 1, 2001, Buyer shall cause Sub to extend the Offer from time to time (each such individual extension not to exceed ten (10) business days after the previously scheduled expiration date) until such conditions are satisfied or waived; provided that Sub shall not be required to extend the Offer beyond November 1, 2001. Subject to the foregoing and the Company. On the terms and subject to the conditions set forth in ANNEX I and the other terms and conditions of the Offer Offer, Buyer shall cause Sub to, and this AgreementSub shall, Sub shall accept for payment and pay for, as promptly pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer andOffer, during any extension all shares of the Offer Target Common Stock validly tendered and not properly withdrawn pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tenderedOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 and none of Subject to the events conditions set forth in Exhibit A shall have occurred and be continuingEXHIBIT A, as promptly as practicable but in no event later than ten (10) Business Days after the date of this Agreement, Parent and Merger Sub shall cause commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The obligations of Parent and Merger Sub to commence the Offer. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay deliver any payment for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject to the satisfaction of each of no conditions other than the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). EXHIBIT A. The initial expiration date of the Offer shall be the 20th Business Day business day following the commencement of the Offer (determined using Rule 14d-1(g)(3) under the “Expected Expiration Date”Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")). Parent and Merger Sub expressly reserves reserve the right to waive any condition to the Offer or modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such changeOffer, except that, without the consent of the CompanyCompany (expressed in a resolution adopted by both the Special Committee and the Company Board), Parent and Merger Sub shall not (i) reduce the number amount of Shares subject consideration per share of Company Common Stock or change the form of consideration to be paid pursuant to the Offer or reduce the percentage of shares of Company Common Stock offered to be acquired in the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, EXHIBIT A or modify any condition set forth in EXHIBIT A in any manner adverse to the holders of Company Common Stock (other than the Affiliate Shareholders) or (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common StockStock (other than the Affiliate Shareholders). The Company agrees that no Company Common Stock held by the Company (including shares of Company Common Stock held in treasury by the Company) will be tendered pursuant to the Offer. Notwithstanding the foregoing, Parent and Merger Sub may may, without the consent of the Company, (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to Parent's and Merger Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or irrevocably waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or and (iii) extend the Offer for any reason for a period agreed upon by of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence but in no event ending later than the date set forth in Section 8.01(b)(i) and only so long as Parent and Merger Sub shall have waived each of the Companyconditions set forth in EXHIBIT A. In the event that Parent and Merger Sub are unable to consummate the Offer on the initial scheduled expiration date due to the failure of the conditions set forth in EXHIBIT A to be satisfied or waived, except to the extent that such conditions are incapable of being satisfied, Parent and Merger Sub shall not terminate the Offer and shall extend the Offer (for no more than 10 business days without the consent of the Special Committee) and set a subsequent scheduled expiration date, and shall continue to so extend the Offer under such circumstances and set subsequent scheduled expiration dates until the earlier of (x) the date that such conditions are satisfied or waived and (y) the date set forth in Section 8.01(b)(i). In addition, notwithstanding the foregoing, Parent and Merger Sub shall provide a "subsequent offering period", in accordance with Rule 14d-11 under the Exchange Act, of a number of days ending on the earliest to occur of (i) 20 business days following commencement of such subsequent offering period, (ii) the business day prior to the Closing Date (as defined in Section 1.04) and (iii) December 31, 2000, if extending the subsequent offering period beyond December 31, 2000 would reasonably be expected to adversely affect Parent. On the terms and subject to the conditions of the Offer and this Agreement, Parent and Merger Sub shall promptly pay (i) if the conditions set forth in EXHIBIT A have been satisfied or waived by Parent and Merger Sub and the Offer has expired, accept for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer, (ii) deliver payment for all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Parent and Merger Sub becomes become obligated to purchase pursuant to the Offer as soon as practicable after the upon expiration of the Offer and, during any extension or initial period of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange ActOffer, as applicable, as soon as practicable after Shares such expiration and (iii) deliver payment for any shares of Company Common Stock validly tendered pursuant to the Offer during the subsequent offer period that Parent and Merger Sub are validly tenderedobligated to purchase promptly upon such tender. The parties agree and acknowledge that neither the acceptance for payment nor payment for any shares of Company Common Stock pursuant to the Offer will affect the Company's obligation to pay any dividends on such shares with a record date prior to such acceptance for payment or payment that may have been declared by the Company in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the time of such acceptance for payment or payment. Parent will not issue certificates or scrip representing fractional shares pursuant to the Offer. Parent will pay cash in lieu of fractional shares in accordance with Section 2.02(d).

The Offer. (a) Provided that this Agreement Sub shall, and Purchaser shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Exhibit A shall have occurred and be continuingcause Sub to, as promptly as practicable practicable, but in no event later than ten December 2, 1996, commence (10within the meaning of Rule 14d-2 under the Exchange Act) Business Days after an offer to purchase for cash (the date "Offer") any and all of this Agreementthe Company's outstanding shares of common stock, Parent shall cause Sub par value $.01 per share (the "Shares" or the "Common Stock"), at a price not less than $19.09 per Share, net to commence the Offerseller in cash (the "Offer Price"). The obligation of Offer shall have a scheduled expiration date 20 business days following the commencement thereof. The Sub toshall, and of Parent to Purchaser shall cause Sub to, accept for payment, payment and pay for, any for all Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Companyas soon as such actions are permitted under applicable law, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add only to the conditions set forth in Exhibit AAnnex A hereto and shall be made pursuant to an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and the other conditions set forth in Annex A hereto. Sub shall not, (iii) except as provided belowand Purchaser shall not permit Sub to, decrease the Offer Price, extend the Offer, (iv) change the form expiration date of consideration payable in the Offer beyond the twentieth business day following commencement thereof or (v) otherwise amend or modify any other condition of the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoingShares without the prior written consent of the Company; provided, however, that Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Parent and the Company. On the terms and subject to the conditions expiration date of the Offer and this Agreementif (i) one or more conditions set forth in Annex A hereto shall not be satisfied or (ii) Purchaser reasonably determines, Sub shall promptly pay for all with the prior approval of the Company (such approval not to be unreasonably withheld or delayed) that such extension is necessary to comply with any legal or regulatory requirements relating to the Offer. Purchaser will not tender into the Offer any Shares validly beneficially owned by it. The Company agrees that no Shares held by the Company or any Subsidiary of the Company will be tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tenderedOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 Article X and that none of the events set forth in Exhibit A EXHIBIT 1.1 hereto shall have occurred or be existing, Buyer shall, on or before the third Business Day following the later of (1) receipt from Company of the materials described in the first sentence of Section 1.2(a), and be continuing(2) receipt from Company of its Schedule 14d-9 in a form that satisfies the requirements of all applicable Law, as promptly as practicable but commence (within the meaning of Rule 14d-2(a) of the Securities Act) an offer (the "OFFER") to purchase any and all outstanding shares of the common stock of Company, par value $.01 per share ("COMPANY COMMON STOCK"), for a purchase price of $3.46 per share (subject to appropriate adjustment in no the event later than ten (10) Business Days of any stock splits, reverse stock splits, combinations, stock dividends, recapitalizations, redenominations of share capital and similar events), less any dividends declared or paid after the date hereof and on or before the Offer Completion Date (the "OFFER PRICE"), net to the seller thereof, in cash, subject to reduction for any applicable withholding taxes and, but only if such payment is to be made other than to the registered holder of this Agreementthe Company Common Stock, Parent shall cause Sub to commence the Offerany applicable stock transfer taxes payable by such holder. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered Offer will be made pursuant to an offer to purchase and related letter of transmittal containing the Offer shall be subject to the satisfaction of each of the terms and conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”)this Agreement. The initial expiration date of the Offer shall be the 20th 25th Business Day following from and after the commencement date the Offer is commenced (the "INITIAL EXPIRATION DATE"). The obligation of Buyer to accept for payment, purchase and pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject, except as provided in Section 1.1(b), only to the satisfaction of (i) the condition that at least 50.1% of the then outstanding shares of Company Common Stock (including any shares of Company Common Stock owned by Buyer, or any Affiliate of Buyer, on the date such shares are purchased pursuant to the Offer) have been validly tendered and not withdrawn prior to the expiration of the Offer (the “Expected Expiration Date”"MINIMUM CONDITION"). Sub , and (ii) the other conditions set forth in EXHIBIT 1.1 hereto; PROVIDED, HOWEVER, that Buyer expressly reserves the right to modify the terms waive any of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for (other than the Minimum Condition) and to make any period agreed upon by Parent and the Company. On changes in the terms and subject to the or conditions of the Offer (other than the Minimum Condition) in its sole discretion, subject to Section 1.1(b). Notwithstanding the previous sentence, Buyer may waive the Minimum Condition so long as (x) it has irrevocably waived all other conditions to the Offer (and this Agreementmay, Sub shall promptly pay for all Shares validly tendered as a legal matter, irrevocably waive such conditions and not withdrawn otherwise purchase shares of Company Common Stock pursuant to the Offer), (y) Buyer has irrevocably exercised or irrevocably committed to exercise the Related Option, and (z) the shares of Company Common Stock acquired pursuant to the Offer that Sub becomes obligated to purchase pursuant to and through such Related Option exercise would satisfy the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tenderedMinimum Condition.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 11.01 and none of the events set forth in Exhibit A Annex I hereto shall have occurred and be continuing, as promptly as practicable practicable, but in no event later than ten (10) Business Days three business days, after the date of this Agreementhereof, Parent shall cause Sub Merger Co. to, and Merger Co. shall, file with the SEC, to commence the Offerextent required by the Exchange Act, an amended Form TO (the "Form TO/A"), an amended Offer to Purchase (the "Amended Offer to Purchase") and, if necessary, the related letter of transmittal and any related summary advertisement (the Form TO/A, the Amended Offer to Purchase and such other documents, together with all amendments and supplements thereto, the "Offer Documents") to reflect, among other things, an increase in the per share price to be paid in the Offer to $30.00 and, if necessary, an extension of the currently scheduled expiration date to allow the Offer to remain open for ten business days from the date of such increase. The obligation of Sub to, Merger Co. to consummate the Offer and of Parent to cause Sub to, accept for payment, payment and to pay for, any Shares for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be and not withdrawn, a number of shares that, together with the 20th Business Day following the commencement shares of Company Common Stock then owned by Parent and/or Merger Co., represents 50.1% of the Offer shares of Company Common Stock outstanding (the “Expected Expiration Date”)"Minimum Condition") and (ii) the other conditions set forth in Annex I hereto. Sub Merger Co. expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail waive any such changecondition (other than the Minimum Condition, except that, which shall not be waived without the prior written consent of the Company) or the condition relating to the expiration of the HSR Act and to increase the Per Share of Company Common Stock Amount. Notwithstanding the foregoing, Sub shall not no change may be made which (i) reduce decreases the number Per Share of Shares subject Company Common Stock Amount, (ii) changes the form of consideration to be paid in the Offer, (iiiii) reduce increases the Offer PriceMaximum Amount or the Minimum Condition, (iiiv) modify or add reduces the number of shares of Company Common Stock sought to the conditions set forth be purchased in Exhibit A, (iii) except as provided below, extend the Offer, (ivv) change imposes conditions to the form Offer in addition to those set forth in Annex I hereto, (vi) except as specifically provided for in this Section 2.01(a), extends the expiration date of consideration payable in the Offer or (vvii) otherwise amend alters or modify amends any term of the Offer in any manner adverse to the holders of shares of Company Common Stock. Notwithstanding the foregoing; provided, Sub may extend however, that the Offer may be extended for any period to the extent required by law or by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Offer. Parent and Merger Co. shall comply with the Company. On obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, subject to the terms and subject conditions of this Agreement, including but not limited to the conditions of the Offer Offer, Merger Co. shall and this AgreementParent shall cause Merger Co. to, Sub shall promptly accept for payment and pay for all Shares validly shares of Company Common Stock tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after expiration thereof. Unless this Agreement has been terminated pursuant to Section 11.01 and subject to Section 2.01(d), Merger Co. shall extend the Offer from time to time in the event that, at a then-scheduled expiration date, all of the Offer and, during any extension of conditions to the Offer have not been satisfied or waived as permitted pursuant to a subsequent offering period under Rule 14d-11 under this Agreement, each such extension not to exceed (unless otherwise consented to in writing by the Exchange Act, Company) the lesser of 10 additional business days or such fewer number of days that Merger Co. reasonably believes are necessary to cause the conditions to the Offer to be satisfied. Except as soon as practicable after Shares are validly tendered.provided

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 11.01 and none of the events set forth in Exhibit A Annex I hereto shall have occurred and be continuing, as promptly as practicable practicable, but in no event later than ten (10) Business Days one business day, after the date of this Agreementhereof, Parent shall cause Sub Merger Co. to, and Merger Co. shall, file with the SEC, to commence the Offerextent required by the Exchange Act, an amended Form TO (the "Form TO/A"), an amended Offer to Purchase (the "Amended Offer to Purchase") and, if necessary, the related letter of transmittal and any related summary advertisement (the Form TO/A, the Amended Offer to Purchase and such other documents, together with all amendments and supplements thereto, the "Offer Documents") to reflect, among other things, an increase in the per share price to be paid in the Offer to $27.00 and, if necessary, an extension of the currently scheduled expiration date to allow the Offer to remain open for ten business days from the date of such increase. The obligation of Sub to, Merger Co. to consummate the Offer and of Parent to cause Sub to, accept for payment, payment and to pay for, any Shares for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be and not withdrawn, a number of shares that, together with the 20th Business Day following the commencement shares of Company Common Stock then owned by Parent and/or Merger Co., represents 50.1% of the Offer shares of Company Common Stock outstanding (the “Expected Expiration Date”)"Minimum Condition") and (ii) the other conditions set forth in Annex I hereto. Sub Merger Co. expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail waive any such changecondition (other than the Minimum Condition, except that, which shall not be waived without the prior written consent of the Company) or the condition relating to the expiration of the HSR Act and to increase the Per Share of Company Common Stock Amount. Notwithstanding the foregoing, Sub shall not no change may be made which (i) reduce decreases the number Per Share of Shares subject Company Common Stock Amount, (ii) changes the form of consideration to be paid in the Offer, (iiiii) reduce increases the Offer PriceMaximum Amount or the Minimum Condition, (iiiv) modify or add reduces the number of shares of Company Common Stock sought to the conditions set forth be purchased in Exhibit A, (iii) except as provided below, extend the Offer, (ivv) change imposes conditions to the form Offer in addition to those set forth in Annex I hereto, (vi) except as specifically provided for in this Section 2.01(a), extends the expiration date of consideration payable in the Offer or (vvii) otherwise amend alters or modify amends any term of the Offer in any manner adverse to the holders of shares of Company Common Stock. Notwithstanding the foregoing; provided, Sub may extend however, that the Offer may be extended for any period to the extent required by law or by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Offer. Parent and Merger Co. shall comply with the Company. On obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, subject to the terms and subject conditions of this Agreement, including but not limited to the conditions of the Offer Offer, Merger Co. shall and this AgreementParent shall cause Merger Co. to, Sub shall promptly accept for payment and pay for all Shares validly shares of Company Common Stock tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after expiration thereof. Unless this Agreement has been terminated pursuant to Section 11.01 and subject to Section 2.01(d), Merger Co. shall extend the Offer from time to time in the event that, at a then-scheduled expiration date, all of the conditions to the Offer have not been satisfied or waived as permitted pursuant to this Agreement, each such extension not to exceed (unless otherwise consented to in writing by the Company) the lesser of 10 additional business days or such fewer number of days that Merger Co. reasonably believes are necessary to cause the conditions to the Offer to be satisfied. Except as provided in Section 2.01(d) or 2.01(e), Merger Co. shall not terminate the Offer without purchasing shares of Company Common Stock pursuant to the Offer. If at the expiration of the Offer anda number of shares of Company Common Stock has been validly tendered and not withdrawn that, during any extension together with the shares of Company Common Stock then owned by Parent and/or Merger Co., exceeds the Maximum Amount, the number of shares of Company Common Stock to be purchased by Merger Co. pursuant to the Offer pursuant to a subsequent offering period under shall be prorated in accordance with Rule 14d-11 14d-8 promulgated under the Exchange Act, as soon as practicable after Shares are validly tenderedso that the number of shares of Company Common Stock purchased by Merger Co. pursuant to the Offer, together with the shares of Company Common Stock then owned by Parent and Merger Co., will represent 50.1% of the shares of Company Common Stock outstanding.

The Offer. (a) Provided that Subject to the conditions of this Agreement shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Exhibit A shall have occurred and be continuingAgreement, as promptly as practicable (but in no event later than ten (10) Business Days after the date of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to to, commence the OfferOffer under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The obligation obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any Shares shares of the Company Common Stock tendered pursuant to the Offer shall be are subject to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (the “Expected Expiration Date”). Sub expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add only to the conditions set forth in Exhibit B (the “Offer Conditions”). The initial expiration date of the Offer (the “Initial Expiration Date”) shall be midnight (New York City time) on the twentieth (20th) Business Day following commencement of the Offer (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)). Merger Sub expressly reserves the right to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer, except that, without the written consent of the Company, Merger Sub shall not (A) reduce the number of shares of the Company Common Stock subject to the Offer, (iiiB) reduce the Offer Price except in accordance with Section 1.1(e), (C) waive or amend the Minimum Tender Condition, add to the Offer Conditions or modify any Offer Condition in any manner adverse to the holders of the Company Common Stock, (D) except as otherwise provided belowin this Section 1.1(a), extend the Offer, (ivE) change the form of consideration payable in the Offer or (vF) otherwise amend or modify the Offer in any manner adverse to the holders of the Company Common Stock. Notwithstanding the foregoing, Merger Sub may shall extend the Offer for any the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, but not beyond the Outside Date. In addition, if at the otherwise scheduled expiration date of the Offer any Offer Condition is not satisfied (or for any period agreed upon by Parent to the extent permitted hereby, waived) and until such time as such conditions are satisfied, Merger Sub may, in its sole discretion, without the consent of the Company, or if requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for one (1) or more occasions, in consecutive increments between two (2) and ten (10) Business Days each, with the length of such period to be determined by Merger Sub or, in the event such extension is requested by the Company, such period between two (2) and (10) Business Days as the Company requests (or in any event such other period as the parties hereto may agree) (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”); provided, however, that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the earliest to occur of (i) the valid termination of this Agreement in accordance with Article 9 and (ii) the Outside Date. Merger Sub may, in its sole discretion, make available one (1) or more “subsequent offering periods”, in accordance with Rule 14d-11 under the Exchange Act, of not less than three (3) Business Days and not more than twenty (20) Business Days in the aggregate for all subsequent offering periods. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall promptly cause Merger Sub to, accept and pay for (subject to any withholding of Tax pursuant to Section 4.2(f)) all Shares shares of the Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable promptly after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tenderedOffer.

The Offer. (a) Provided that Subject to the conditions of this Agreement shall not have been terminated in accordance with Section 7.1 and none of the events set forth in Exhibit A shall have occurred and be continuingAgreement, as promptly as practicable practicable, but in no event later than ten (10) Business Days six business days after the date of this Agreement, Parent Merger Sub shall, and Compass shall cause Merger Sub to to, commence the Offer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) at a price per share of Company Common Stock equal to $3.40 (such amount, or any greater amount paid per share pursuant to the Offer, the “Offer Price”), net to the sellers in cash, without interest. The obligation obligations of Merger Sub to, and of Parent Compass to cause Merger Sub to, accept for payment, and pay for, any Shares shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the satisfaction of each or waiver of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). Annex I. The initial expiration date of the Offer shall be the 20th Business Day 20 business days following the commencement of the Offer (as it may be extended in accordance with this Agreement, the “Expected Expiration Date”). Merger Sub expressly reserves the right rights to waive any condition to the Offer and to modify the terms of the Offer in a manner not inconsistent with at least two (2) business days written notice to the Company, setting forth in full detail any such changeprovisions of this Agreement, except that, without the prior written consent of the Company, Merger Sub shall not not, except as otherwise expressly provided in this Agreement, (i) reduce the number of Shares shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Priceprice per share of Company Common Stock to be paid pursuant to the Offer, (iiiii) modify change or waive the Minimum Tender Condition (as defined in Annex I), (iv) add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend Annex I or modify any condition set forth in Annex I or amend, modify or supplement any other terms of the Offer in any manner adverse to the holders of Company Common Stock, (v) change the form of consideration payable in the Offer or (vi) extend the Offer beyond the date specified below in this Section 1.1. Notwithstanding Unless extended as provided in this Agreement, the foregoingOffer shall expire on the Expiration Date. If any of the conditions to the Offer are not satisfied on any scheduled Expiration Date of the Offer, then Merger Sub may extend or re-extend the Offer for any period required by any rule, regulation, interpretation one or position more periods of time that Merger Sub reasonably believes are necessary to cause the SEC or the staff thereof applicable conditions to the Offer to be satisfied from time to time until such conditions are satisfied or for any waived (each such extension period agreed upon by Parent and not to exceed 10 business days at a time), or shall otherwise act in accordance with Section 1.1(b); provided that Merger Sub may not extend the Offer beyond 90 business days following the commencement of the Offer without the prior written consent of the Company (the “Final Expiration Date”). In addition, Merger Sub may, without the consent of the Company, elect to provide a subsequent offering period for the Offer of at least three but not more than 20 business days in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), following its acceptance of shares of Company Common Stock in exchange for payment thereof pursuant to the Offer. On Upon the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Compass shall promptly cause Merger Sub to, accept for payment and pay for all Shares shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration earliest date as of which each of the conditions of the Offer andset forth in Annex I has been satisfied, during any extension of but only to the Offer pursuant extent such conditions relate to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tendered.Company. The term “

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 Article VII and none of the events set forth in Exhibit ANNEX A hereto shall have occurred or be existing, Purchaser shall, and be continuingParent shall cause Purchaser to, as promptly as practicable after the date hereof (but in no event later than ten (10) Business Days the tenth business day after the date public announcement of the terms of this Agreement), Parent shall cause Sub commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), an offer (the "OFFER") to commence purchase any and all of the Offeroutstanding shares of Company Common Stock (and associated Rights) at a price of Twenty-One United States Dollars ($21.00) per share and associated Right (the "OFFER PRICE"), net to the seller in cash, subject to reduction for any applicable withholding taxes and, but only if such payment is to be made other than to the registered holder, any applicable stock transfer taxes payable by such holder. The obligation of Sub to, and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered Offer will be made pursuant to an Offer to Purchase and related Letter of Transmittal containing the Offer shall be subject to the satisfaction of each of the terms and conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”)this Agreement. The initial expiration date of the Offer shall be the 20th Business Day following twentieth business day from and after the commencement date the Offer is commenced (the "INITIAL EXPIRATION DATE"). The obligation of Purchaser to accept for payment, purchase and pay for any shares of Company Common Stock (and associated Rights) tendered pursuant to the Offer shall be subject, except as provided in Section 1.1(b), only to the satisfaction of (i) the condition that a number of shares of Company Common Stock representing not less than fifty-one percent (51%) of the total issued and outstanding shares of Company Common Stock on a fully-diluted basis (after giving effect to the conversion or exercise of all outstanding options, warrants and other rights or securities convertible into shares of Company Common Stock) (excluding any shares of Company Common Stock held by the Company or any of its Subsidiaries (as defined below)) on the date such shares are purchased pursuant to the Offer have been validly tendered and not withdrawn prior to the expiration of the Offer (the “Expected Expiration Date”). Sub "MINIMUM CONDITION") and (ii) the other conditions set forth in ANNEX A hereto; PROVIDED, HOWEVER, that Purchaser expressly reserves the right to modify the terms waive any of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail any such change, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (ii) modify or add to the conditions set forth in Exhibit A, (iii) except as provided below, extend the Offer, (iv) change the form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Sub may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for (other than the Minimum Condition) and to make any period agreed upon by Parent and the Company. On change in the terms and subject to the or conditions of the Offer and this Agreementin its sole discretion, Sub shall promptly pay for all Shares validly tendered and not withdrawn pursuant subject to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and, during any extension of the Offer pursuant to a subsequent offering period under Rule 14d-11 under the Exchange Act, as soon as practicable after Shares are validly tenderedSection 1.1(b).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1 11.01 and none of the events set forth in Exhibit A Annex I hereto shall have occurred and be continuing, as promptly as practicable practicable, but in no event later than ten (10) Business Days three business days, after the date of this Agreementhereof, Parent shall cause Sub Merger Co. to, and Merger Co. shall, file with the SEC, to commence the Offerextent required by the Exchange Act, an amended Form TO (the "Form TO/A"), an amended Offer to Purchase (the "Amended Offer to Purchase") and, if necessary, the related letter of transmittal and any related summary advertisement (the Form TO/A, the Amended Offer to Purchase and such other documents, together with all amendments and supplements thereto, the "Offer Documents") to reflect, among other things, an increase in the per share price to be paid in the Offer to $30.00 and, if necessary, an extension of the currently scheduled expiration date to allow the Offer to remain open for ten business days from the date of such increase. The obligation of Sub to, Merger Co. to consummate the Offer and of Parent to cause Sub to, accept for payment, payment and to pay for, any Shares for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the satisfaction of each of the conditions set forth in Exhibit A (any of which may be waived by Sub in its sole discretion), provided, however, that Sub will return or cause to be returned all stock certificates tendered to it by any holders of Shares if the Offer expires or terminates without Sub having accepted all of the shares validly tendered for payment pursuant to the Offer (the time at which such acceptance for payment occurs being referred to herein as the “Offer Closing”). The expiration date of the Offer shall be and not withdrawn, a number of shares that, together with the 20th Business Day following the commencement shares of Company Common Stock then owned by Parent and/or Merger Co., represents 50.1% of the Offer shares of Company Common Stock outstanding (the “Expected Expiration Date”)"Minimum Condition") and (ii) the other conditions set forth in Annex I hereto. Sub Merger Co. expressly reserves the right to modify the terms of the Offer with at least two (2) business days written notice to the Company, setting forth in full detail waive any such changecondition (other than the Minimum Condition, except that, which shall not be waived without the prior written consent of the Company) or the condition relating to the expiration of the HSR Act and to increase the Per Share of Company Common Stock Amount. Notwithstanding the foregoing, Sub shall not no change may be made which (i) reduce decreases the number Per Share of Shares subject Company Common Stock Amount, (ii) changes the form of consideration to be paid in the Offer, (iiiii) reduce increases the Offer PriceMaximum Amount or the Minimum Condition, (iiiv) modify or add reduces the number of shares of Company Common Stock sought to the conditions set forth be purchased in Exhibit A, (iii) except as provided below, extend the Offer, (ivv) change imposes conditions to the form Offer in addition to those set forth in Annex I hereto, (vi) except as specifically provided for in this Section 2.01(a), extends the expiration date of consideration payable in the Offer or (vvii) otherwise amend alters or modify amends any term of the Offer in any manner adverse to the holders of shares of Company Common Stock. Notwithstanding the foregoing; provided, Sub may extend however, that the Offer may be extended for any period to the extent required by law or by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or for any period agreed upon by Offer. Parent and Merger Co. shall comply with the Company. On obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, subject to the terms and subject conditions of this Agreement, including but not limited to the conditions of the Offer Offer, Merger Co. shall and this AgreementParent shall cause Merger Co. to, Sub shall promptly accept for payment and pay for all Shares validly shares of Company Common Stock tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after expiration thereof. Unless this Agreement has been terminated pursuant to Section 11.01 and subject to Section 2.01(d), Merger Co. shall extend the Offer from time to time in the event that, at a then-scheduled expiration date, all of the conditions to the Offer have not been satisfied or waived as permitted pursuant to this Agreement, each such extension not to exceed (unless otherwise consented to in writing by the Company) the lesser of 10 additional business days or such fewer number of days that Merger Co. reasonably believes are necessary to cause the conditions to the Offer to be satisfied. Except as provided in Section 2.01(d) or 2.01(f), Merger Co. shall not terminate the Offer without purchasing shares of Company Common Stock pursuant to the Offer. If at the expiration of the Offer anda number of shares of Company Common Stock has been validly tendered and not withdrawn that, during any extension together with the shares of Company Common Stock then owned by Parent and/or Merger Co., exceeds the Maximum Amount, the number of shares of Company Common Stock to be purchased by Merger Co. pursuant to the Offer pursuant to a subsequent offering period under shall be prorated in accordance with Rule 14d-11 14d-8 promulgated under the Exchange Act, as soon as practicable after Shares are validly tenderedso that the number of shares of Company Common Stock purchased by Merger Co. pursuant to the Offer, together with the shares of Company Common Stock then owned by Parent and Merger Co., will represent 50.1% of the shares of Company Common Stock outstanding.