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200209214
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<br />Nawidratedivg any other Provision of the Off= Merges Subsidiary shall nos be required to accept for
<br />Payment a PAY for my Sharer. and rosy ternrip i, the Offer, if:
<br />(i) prior m the expiration dace of the Offer, (A) the Minimum Condition shell WE ban been satisfied,
<br />or (B) the waiting period applicable in the Offer under the HSR Act or my other laws, roles and
<br />tegulatioas in foreign junsdictiom governing aotiwa a merger c,mml matters (if my) shall trot have
<br />expired or been terminated; and
<br />00 at my time on or after November 12, 2000 snit prior to the expiration date of the Offer, my of
<br />the following conditions exists:
<br />(a) (x) throe shall be instituted or pending my action or proceeding by Any government or
<br />governmental and—ty or agency, domestic, foreign or suptameanal, before my coat or
<br />governmenal atuhaity or agency, dormant, fpeigo or supranational, (1) challenging or seeking to
<br />make illegal, delay materially or 0dI— directly or ioduectly, mstraio or prohibit the malting of the
<br />Offer the acceptance fa payment of a payment for some or all of the Shares by Parent a Mager
<br />Subsidiary or the consummation of the Margin, (2) seeking in restrain or prohibit Patent's ownership
<br />or opermon (a that of its Affiliates) of all or my material portion of the busitress or armis of the
<br />Company, and its Subsidisrm taken as a whole, a of Patera and its Subsidiaries, taken a a whole,
<br />or to compel Permit or my of its Affliam to dispose of or bold separate all a my material portion
<br />of the business or users of the Company and its Subsidiaries, taken a a whole, m of Patent and its
<br />Subsidiaries, taken as a whole, (3) sating to Wpm or confirm marerial limitations on the ability of
<br />Parent Merger Subsidiary or my of Parent's other Affdiarea afflictively to exercise full rights of
<br />ownership of the Shares, including the tight as vole my Shares acquired or owned by Patty, Mager
<br />Subsidiary or my of Parent's other At6liams on all minas properly presented to the Compmy's
<br />shareholders. (4) seeking M reT- diveauoae by Patent Mager Subsidiary a my of Pat other
<br />Affiliates of my Sharos or (3) that othawine is teaatrahty likely to have a Material Adverse Effect
<br />Co the Company a Prtit a (y) None shall have been any scam taken, a my stmee, ink:,
<br />regulation, injunction, order or derives proposed, enacted, enfm:ed, promulgated, issued a deemed
<br />applicable to the Offer or the Mager. by my court government or govetnmmW authority a agency,
<br />domestic, foteigo a mptaoanmal, other Nan the application of the waiting period provlalom of the
<br />HSR Act to the Offer a the Merger that a tmmnmty hotly, mteerly or mdkady, in resit in my of
<br />the consequences referred to in clame (x); or
<br />(b) any change shall have ramilmd (a my deveiopmmt shall have occurred involving a
<br />prospective change) in the business, sea habda s, financial tooth is t cap eldirmM opaanms a
<br />results of operations of the Company or my of its Subsidiaries that has bad or is removably h'krdy to
<br />have a Material Adverse Effect on the Company, except fa events, arxamenaa, or developments (i)
<br />reeding m, arising from or reed by (x) the economy a seanities madoeta in general or (y) the LTL
<br />segment of the tramportWm industry in general or (u) Rising from or =and by the anenuncemeot
<br />or P-&ncY of this Agreement or the transactions contemplated hereby; or
<br />(c) 0) the Company shag have breached in failed in perform in all material respects any of ifs
<br />obligation under the Merger Agreement, or (u) my of the Mpmmlions, Company comalmd in the dity and warranties of the
<br />Mager Agtxa -went and gtta0ged by materialiry a "Material Adverse
<br />Effect" shall rot be tine a any of the repro os and warranties not se quaMad shall not he mute
<br />in all mrer(al respects, in each ate when made or at my time prior to the con ummaion of the
<br />Offer as if me& a and in of such time (except m the extent that any such mptaenunon or wrrmty
<br />is made a of a specific date. in which case such represm min a warranty. (x) if qualified by
<br />matriality or "Material Adverse FS fat" shall be tore all of sucb specific doe and (y) if not m
<br />qualified, shall be true in all ttuterial respects as of such IPM& date) and N each ace such breach
<br />shall not be subject to can: a
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