Common use of CERTAIN CONDITIONS OF THE OFFER Clause in Contracts

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the offer, Designs, Inc. shall not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the offer or may postpone the acceptance for payment of, or the purchase of and the payment for, shares tendered, subject to Rule 13e-4(f) promulgated under the Securities Exchange Act, if at any time on or after November 14, 2000, and prior to the time of payment for any such shares (whether any shares have theretofore been accepted for payment, purchased or paid for pursuant to the offer) any of the following events shall have occurred (or shall have been determined by Designs, Inc. to have occurred) that, in Designs, Inc.'s judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by Designs, Inc.), makes it inadvisable to proceed with the offer or with such acceptance for payment or payment: (1) there shall have been threatened or instituted or be pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic, foreign or supranational, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which (a) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the offer or the acquisition of shares pursuant to the offer or is otherwise related in any manner to, or otherwise affects, the offer or (b) could, in the sole judgment of Designs, Inc., materially affect the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of Designs, Inc. and its subsidiaries, taken as a whole, or materially impair the offer's contemplated benefits to Designs, Inc.; or (2) there shall have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer or Designs, Inc. or any of its subsidiaries, by any government or governmental regulatory or administrative authority or agency or tribunal, domestic, foreign or supranational, which, in the sole judgment of Designs, Inc., would or might directly or indirectly result in any of the consequences referred to in clause (a) or (b) of paragraph (1) above; or (3) there shall have occurred (a) the declaration of any banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory); (b) any general suspension of trading in, or limitation on prices for, securities on any U.S. national securities exchange or in the over-the-counter market; (c) the commencement of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States; (d) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the sole judgment of Designs, Inc. might materially affect, the extension of credit by banks or other lending institutions in the United States; (e) any significant decrease in the market price of the shares or in the market prices of equity securities generally in the United States or any change in the general political, market, economic or financial conditions in the United States or abroad that could have in the sole judgment of Designs, Inc. a material adverse effect on the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. and its subsidiaries, taken as a whole, or on the trading in the shares; (f) in the case of any of the foregoing existing at the time of the announcement of the offer, a material acceleration or worsening thereof; or (g) any decline in the Dow ▇▇▇▇▇ Industrial Average or the S&P 500 Composite Index or the Nasdaq Composite Index by an amount in excess of 10% measured from the close of business on November 14, 2000; or (4) any change shall occur or be threatened in the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. and its subsidiaries, taken as a whole, or in the anticipated availability of bank funding for the offer, which in the sole judgment of Designs, Inc. is or may be material to the consummation of the offer or otherwise material to Designs, Inc. and its subsidiaries, taken as a whole; or (5) a tender or exchange offer with respect to some or all of the shares of Designs, Inc. common stock (other than the offer), or a merger or acquisition proposal for Designs, Inc., shall have been proposed, announced or made by another person or shall have been publicly disclosed, or Designs, Inc. shall have learned that (a) any person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as disclosed in a Schedule 13D or 13G (or an amendment thereto) on file with the Securities and Exchange Commission on November 14, 2000) or (b) any such person or group that on or prior to November 14, 2000, had filed such a Schedule with the Securities and Exchange Commission thereafter shall have acquired or shall propose, to acquire whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of additional shares representing 2% or more of the outstanding shares; or (6) any person or group shall have filed a Notification and Report Form under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, reflecting an intent to acquire Designs, Inc. or any of its shares. The foregoing conditions are for Designs, Inc.'s sole benefit and may be asserted by Designs, Inc. regardless of the circumstances giving rise to any such condition (including any action or inaction by Designs, Inc.) or may be waived by Designs, Inc. in whole or in part. Designs, Inc.'s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. In certain circumstances, if Designs, Inc. waives any of the foregoing conditions, it may be required to extend the Expiration Date of the offer. Any determination by Designs, Inc. concerning the events described above and any related judgment or decision by Designs, Inc. regarding the inadvisability of proceeding with the purchase of or payment for any shares tendered will be final and binding on all parties.

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the offerOffer, Designsthe Company, Inc. subject to Rule 13e-4(f) of the Exchange Act, shall not be required to accept for payment, purchase or pay for any shares Shares tendered, and may terminate or amend the offer or may postpone the acceptance for payment of, or the purchase of and the payment for, shares tendered, subject to Rule 13e-4(f) promulgated under the Securities Exchange Act, Offer if at any time on or after November 149, 20001994, and prior to at or before the time of payment for any such shares (whether any shares have theretofore been accepted for paymentExpiration Time, purchased or paid for pursuant to the offer) any of the following events shall have occurred (or shall have been as determined by Designs, Inc. to have occurredthe Company in good faith) that, in Designs, Inc.'s judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by Designs, Inc.), which makes it inadvisable for the Company, in its reasonable judgment, to proceed with the offer Offer or with such acceptance for payment purchase or payment: (1a) there shall have been threatened or threatened, instituted or be pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic, foreign domestic or supranationalforeign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which which: (ai) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the offer or Offer, the acquisition of shares Shares pursuant to the offer Offer or is otherwise related in any manner to, or otherwise affects, the offer or Offer; or (bii) could, in the sole judgment of Designs, Inc.the Company, materially affect the business, condition (financial or otherwiseother), income, operations or prospects of Designs, Inc. the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of Designs, Inc. the Company and its subsidiaries, taken as a whole, or materially impair the offerOffer's contemplated benefits to Designs, Inc.the Company; or (2b) there shall have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer Offer or Designs, Inc. the Company or any of its subsidiaries, by any government or governmental governmental, regulatory or administrative authority or agency or tribunal, domestic, foreign domestic or supranationalforeign, which, in the sole judgment of Designs, Inc.the Company, would or might directly or indirectly result in any of the consequences referred to in clause (ai) or (bii) of paragraph (1a) above; or (3c) there shall have occurred occurred: (ai) the declaration of any banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory); ; (bii) any general and protracted suspension of trading in, or limitation on prices for, securities on any U.S. United States national securities exchange or in the over-the-counter market; ; (ciii) the commencement of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States; ; (div) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the sole judgment of Designsthe Company, Inc. might materially affect, the extension of credit by banks or other lending institutions in the United States; ; (ev) any significant decrease in the market price of the shares Shares or in the market prices of equity securities generally in the United States or any change in the general political, market, economic or financial conditions in the United States or abroad that could have in the sole judgment of Designs, Inc. the Company a material adverse effect on the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. the Company and its subsidiaries, taken as a whole, or on the trading in the shares; Shares; (fvi) in the case of any of the foregoing existing at the time of the announcement commencement of the offerOffer, a material acceleration or worsening thereof; or or (gvii) any decline in either the Dow ▇▇▇▇▇ Industrial Average (3,831.75 at the close of business on November 9, 1994) or the S&P 500 Composite Standard and Poor's Index or of 400 Industrial Companies (554.02 at the Nasdaq Composite Index close of business on November 9, 1994) by an amount in excess of 10% measured from the close of business on November 149, 20001994; or (4d) any change shall occur or be threatened in the business, condition (financial or otherwiseother), income, operations or prospects of Designs, Inc. the Company and its subsidiaries, taken as a whole, or in the anticipated availability of bank funding for the offer, which in the sole judgment of Designs, Inc. is or the Company may be have a material to adverse effect on the consummation of the offer or otherwise material to Designs, Inc. Company and its subsidiaries, subsidiaries taken as a whole; or (5e) a tender or exchange offer with respect to some for any or all of the shares of Designs, Inc. common stock Shares (other than the offerOffer), or a merger any merger, business combination or acquisition proposal for Designs, Inc.other similar transaction with or involving the Company or any subsidiary, shall have been proposed, announced or made by another person or shall have been publicly disclosed, or Designs, Inc. shall have learned that any person; or (af) any person or entity, "group" (within the meaning of as that term is used in Section 13(d)(3) of the Securities Exchange Act) has or person (other than entities, groups or persons, if any, who have filed with the Securities and Exchange Commission (the "Commission") on or before November 9, 1994 a Schedule 13G or a Schedule 13D with respect to any of the Shares) shall have acquired or proposes proposed to acquire beneficial ownership of more than 5% of the outstanding sharesShares; or (g) any entity, whether through group or person who has filed with the acquisition of stock, the formation of Commission on or before such date a group, the grant of any option Schedule 13G or right, or otherwise (other than as disclosed in a Schedule 13D or 13G (or an amendment thereto) on file with respect to the Securities and Exchange Commission on November 14, 2000) or (b) any such person or group that on or prior to November 14, 2000, had filed such a Schedule with the Securities and Exchange Commission thereafter Shares shall have acquired or shall propose, to acquire whether through the acquisition of stock, the formation of a group, the grant of any option or rightacquired, or otherwiseproposed to acquire, beneficial ownership of additional shares representing Shares constituting more than 2% or more of the outstanding sharesShares or shall have been granted any option or right to acquire beneficial ownership of more than 2% of the outstanding Shares; or (6h) any person or group shall have filed a Notification and Report Form under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, 1976 reflecting an intent to acquire Designs, Inc. the Company or any of its sharesShares. The foregoing conditions are for Designs, Inc.the Company's sole benefit and may be asserted by Designs, Inc. the Company regardless of the circumstances giving rise to any such condition (including any action or inaction by Designs, Inc.the Company) or may be waived by Designs, Inc. the Company in whole or in part. Designs, Inc.The Company's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, right and each such right shall be deemed an ongoing right that which may be asserted at any time and from time to time. In certain circumstances, if Designs, Inc. waives any of the foregoing conditions, it may be required to extend the Expiration Date of the offer. Any determination by Designs, Inc. the Company concerning the events described above in this Section 6 and any related judgment or decision by Designs, Inc. the Company regarding the inadvisability of proceeding with the purchase of or payment for any shares Shares tendered will shall be final and shall be binding on all parties.

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the offerOffer, Designsthe Company, Inc. subject to Rule 13e-4(f) of the Exchange Act, shall not be required to accept for payment, purchase or pay for any shares Shares tendered, and may terminate or amend the offer or may postpone the acceptance for payment of, or the purchase of and the payment for, shares tendered, subject to Rule 13e-4(f) promulgated under the Securities Exchange Act, Offer if at any time on or after November 14February 8, 20001996, and prior to at or before the time of payment for any such shares (whether any shares have theretofore been accepted for paymentExpiration Time, purchased or paid for pursuant to the offer) any of the following events shall have occurred (or shall have been as determined by Designs, Inc. to have occurredthe Company in good faith) that, in Designs, Inc.'s judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by Designs, Inc.), which makes it inadvisable for the Company, in its reasonable judgment, to proceed with the offer Offer or with such acceptance for payment purchase or payment: (1a) there shall have been threatened or threatened, instituted or be pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic, foreign domestic or supranationalforeign, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which which: (ai) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the offer or Offer, the acquisition of shares Shares pursuant to the offer Offer or is otherwise related in any manner to, or otherwise affects, the offer or Offer; or (bii) could, in the sole good faith judgment of Designs, Inc.the Company, materially affect the business, condition (financial or otherwiseother), income, operations or prospects of Designs, Inc. the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of Designs, Inc. the Company and its subsidiaries, taken as a whole, or materially impair the offerOffer's contemplated benefits to Designs, Inc.the Company; or (2b) there shall have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer Offer or Designs, Inc. the Company or any of its subsidiaries, by any government or governmental governmental, regulatory or administrative authority or agency or tribunal, domestic, foreign domestic or supranationalforeign, which, in the sole good faith judgment of Designs, Inc.the Company, would or might directly or indirectly result in any of the consequences referred to in clause (ai) or (bii) of paragraph (1a) above; or (3c) there shall have occurred occurred: (ai) the declaration of any banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory); ; (bii) any general and protracted suspension of trading in, or limitation on prices for, securities on any U.S. United States national securities exchange or in the over-the-counter market; ; (ciii) the commencement of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States; ; (div) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the sole judgment of Designsthe Company, Inc. might materially affect, the extension of credit by banks or other lending institutions in the United States; ; (ev) any significant decrease in the market price of the shares Shares or in the market prices of equity securities generally in the United States or any change in the general political, market, economic or financial conditions in the United States or abroad that could have in the sole good faith judgment of Designs, Inc. the Company a material adverse effect on the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. the Company and its subsidiaries, taken as a whole, or on the trading in the shares; Shares; (fvi) in the case of any of the foregoing existing at the time of the announcement commencement of the offerOffer, a material acceleration or worsening thereof; or or (gvii) any decline in either the Dow ▇▇▇▇▇ Industrial Average (5,539.45 at the close of business on February 8, 1996) or the S&P 500 Composite Standard and Poor's Index or of Industrial Companies (769.06 at the Nasdaq Composite Index close of business on February 8, 1996) by an amount in excess of 10% measured from the close of business on November 14February 8, 20001996; or (4d) any change shall occur or be threatened in the business, condition (financial or otherwiseother), income, operations or prospects of Designs, Inc. the Company and its subsidiaries, taken as a whole, or in the anticipated availability of bank funding for the offer, which in the sole good faith judgment of Designs, Inc. is or the Company may be have a material to adverse effect on the consummation of the offer or otherwise material to Designs, Inc. Company and its subsidiaries, subsidiaries taken as a whole; or (5e) a tender or exchange offer with respect to some for any or all of the shares of Designs, Inc. common stock Shares (other than the offerOffer), or a merger any merger, business combination or acquisition proposal for Designs, Inc.other similar transaction with or involving the Company or any subsidiary, shall have been proposed, announced or made by another person or shall have been publicly disclosed, or Designs, Inc. shall have learned that any person; or (af) any person or entity, "group" (within the meaning of as that term is used in Section 13(d)(3) of the Securities Exchange Act) has or person (other than entities, groups or persons, if any, who have filed with the Securities and Exchange Commission (the "Commission") on or before February 8, 1996 a Schedule 13G or a Schedule 13D with respect to any of the Shares) shall have acquired or proposes proposed to acquire beneficial ownership of more than 5% of the outstanding sharesShares; or (g) any entity, whether through group or person who has filed with the acquisition of stockCommission on or before February 8, the formation of 1996 a group, the grant of any option Schedule 13G or right, or otherwise (other than as disclosed in a Schedule 13D or 13G (or an amendment thereto) on file with respect to the Securities and Exchange Commission on November 14, 2000) or (b) any such person or group that on or prior to November 14, 2000, had filed such a Schedule with the Securities and Exchange Commission thereafter Shares shall have acquired or shall propose, to acquire whether through the acquisition of stock, the formation of a group, the grant of any option or rightacquired, or otherwiseproposed to acquire, beneficial ownership of additional shares representing Shares constituting more than 2% or more of the outstanding sharesShares or shall have been granted any option or right to acquire beneficial ownership of more than 2% of the outstanding Shares; or (6h) any person or group shall have filed a Notification and Report Form under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, 1976 reflecting an intent to acquire Designs, Inc. the Company or any of its sharesShares. The foregoing conditions are for Designs, Inc.the Company's sole benefit and may be asserted by Designs, Inc. the Company regardless of the circumstances giving rise to any such condition (including any action or inaction by Designs, Inc.the Company) or may be waived by Designs, Inc. the Company in whole or in part. Designs, Inc.The Company's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, right and each such right shall be deemed an ongoing right that which may be asserted at any time and from time to time. In certain circumstances, if Designs, Inc. waives any of the foregoing conditions, it may be required to extend the Expiration Date of the offer. Any determination by Designs, Inc. the Company concerning the events described above in this Section 6 and any related judgment or decision by Designs, Inc. the Company regarding the inadvisability of proceeding with the purchase of or payment for any shares Shares tendered will shall be final and shall be binding on all parties.

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the offer, Designs, Inc. Telesoft shall not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the offer or may postpone the acceptance for payment of, or the purchase of and the payment for, shares tendered, subject to Rule 13e-4(f) promulgated under the Securities Exchange Act, if at any time on or after November 14February 4, 2000, and prior to the time of payment for any such shares (whether any shares have theretofore been accepted for payment, purchased or paid for pursuant to the offer) any of the following events shall have occurred (or shall have been determined by Designs, Inc. Telesoft to have occurred) that, in Designs, Inc.Telesoft's judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by Designs, Inc.Telesoft), makes it inadvisable to proceed with the offer or with such acceptance for payment or payment: (1) there shall have been threatened or instituted or be pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic, foreign or supranational, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which (a) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the offer or the acquisition of shares pursuant to the offer or is otherwise related in any manner to, or otherwise affects, the offer or (b) could, in the sole judgment of Designs, Inc.Telesoft, materially affect the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. Telesoft and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of Designs, Inc. Telesoft and its subsidiaries, taken as a whole, or materially impair the offer's contemplated benefits to Designs, Inc.Telesoft; or (2) there shall have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer or Designs, Inc. Telesoft or any of its subsidiaries, by any government or governmental regulatory or administrative authority or agency or tribunal, domestic, foreign or supranational, which, in the sole judgment of Designs, Inc.Telesoft, would or might directly or indirectly result in any of the consequences referred to in clause (a) or (b) of paragraph (1) above; or (3) there shall have occurred (a) the declaration of any banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory); (b) any general suspension of trading in, or limitation on prices for, securities on any U.S. national securities exchange or in the over-the-counter market; (c) the commencement of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States; (d) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the sole judgment of Designs, Inc. Telesoft might materially affect, the extension of credit by banks or other lending institutions in the United States; (e) any significant decrease in the market price of the shares or in the market prices of equity securities generally in the United States or any change in the general political, market, economic or financial conditions in the United States or abroad that could have in the sole judgment of Designs, Inc. Telesoft a material adverse effect on the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. Telesoft and its subsidiaries, taken as a whole, or on the trading in the shares; (f) in the case of any of the foregoing existing at the time of the announcement of the offer, a material acceleration or worsening thereof; or (g) any decline in the Dow ▇▇▇▇▇ Industrial Average or the S&P 500 Composite Index or the Nasdaq Composite Index by an amount in excess of 10% measured from the close of business on November 14February 3, 2000; or (4) any change shall occur or be threatened in the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. Telesoft and its subsidiaries, taken as a whole, or in the anticipated availability of bank funding for the offer, which in the sole judgment of Designs, Inc. Telesoft is or may be material to the consummation of the offer or otherwise material to Designs, Inc. Telesoft and its subsidiaries, subsidiaries taken as a whole; or (5) a tender or exchange offer with respect to some or all of the shares of Designs, Inc. common stock (other than the offer), or a merger or acquisition proposal for Designs, Inc.Telesoft, shall have been proposed, announced or made by another person or shall have been publicly disclosed, or Designs, Inc. Telesoft shall have learned that (a) any person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as disclosed in a Schedule 13D or 13G (or an amendment thereto) on file with the Securities and Exchange Commission on November 14, February 3 2000) or (b) any such person or group that on or prior to November 14February 3, 2000, had filed such a Schedule with the Securities and Exchange Commission thereafter shall have acquired or shall propose, to acquire whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of additional shares representing 2% or more of the outstanding shares; or (6) any person or group shall have filed a Notification and Report Form under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, reflecting an intent to acquire Designs, Inc. Telesoft or any of its shares. The foregoing conditions are for Designs, Inc.Telesoft's sole benefit and may be asserted by Designs, Inc. Telesoft regardless of the circumstances giving rise to any such condition (including any action or inaction by Designs, Inc.Telesoft) or may be waived by Designs, Inc. Telesoft in whole or in part. Designs, Inc.Telesoft's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. In certain circumstances, if Designs, Inc. Telesoft waives any of the foregoing conditions, it may be required to extend the Expiration Date of the offer. Any determination by Designs, Inc. Telesoft concerning the events described above and any related judgment or decision by Designs, Inc. Telesoft regarding the inadvisability of proceeding with the purchase of or payment for any shares tendered will be final and binding on all parties.

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the offerOffer, Designs, Inc. the Company shall not be required to accept for payment, purchase purchase, or pay for any shares Shares tendered, and may terminate or amend the offer Offer or may postpone the acceptance for payment of, or the purchase of and the payment for, shares Shares tendered, subject to Rule 13e-4(f) promulgated under the Securities Exchange Act, if at any time on or after November 14May 4, 20002001, and prior to the time of payment for any such shares Expiration Date (whether any shares have theretofore been accepted for payment, purchased or paid for pursuant to as the offersame may be extended in accordance with Section 15) any of the following events shall have occurred (or shall have been determined by Designs, Inc. the Company to have occurred) that, in Designs, Inc.the Company's reasonable judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by Designs, Inc.the Company), makes it inadvisable to proceed with the offer Offer or with such acceptance for payment or payment: (1a) there shall have been threatened threatened, instituted, or instituted or be pending before any court, agency, authority or other tribunal any action, suit action or proceeding by any government or governmental, governmental regulatory or administrative agency or agency, authority or by tribunal, or any other person, domesticdomestic or foreign, foreign or supranational, or before any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which (a) challenges or seeks to make illegalagency, or to delay or otherwise tribunal that directly or indirectly to restrain, prohibit or otherwise affect (i) challenges the making of the offer or Offer, the acquisition of shares some or all of the Shares pursuant to the offer Offer, or is otherwise related relates in any manner to, or otherwise affects, to the offer Offer or (bii) could, in the sole judgment of DesignsCompany's reasonable judgment, Inc., could materially and adversely affect the business, condition (financial or otherwiseother), income, operations operations, or prospects of Designs, Inc. the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of Designs, Inc. and the Company or any of its subsidiaries, taken as a whole, subsidiaries or materially impair the offer's contemplated benefits of the Offer to Designs, Inc.; orthe Company; (2b) there shall have been any action threatened threatened, pending, or taken, or any approval withheld, or any statute, rule rule, regulation, judgment, order, or regulation invokedinjunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced enforced, or deemed to be applicable to the offer Offer or Designs, Inc. the Company or any of its subsidiaries, by any government court or governmental regulatory any authority, agency, or administrative authority or agency or tribunal, domestic, foreign or supranational, whichtribunal that, in the Company's sole judgment of Designs, Inc.judgment, would or might directly or indirectly result (i) make the acceptance for payment of, or payment for, some or all of the Shares illegal or otherwise restrict or prohibit consummation of the Offer, (ii) delay or restrict the ability of the Company, or render the Company unable, to accept for payment or pay for some or all of the Shares, (iii) materially impair the contemplated benefits of the Offer to the Company, or (iv) materially and adversely affect the business, condition (financial or other), income, operations, or prospects of the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the consequences referred to in clause (a) business of the Company or (b) any of paragraph (1) above; orits subsidiaries; (3c) there shall have occurred (a) the declaration of any banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory); (bi) any general suspension of trading in, or limitation on prices for, securities on any U.S. national securities exchange or in the over-the-counter market; , (cii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities hostilities, or any other international or national or international crisis calamity directly or indirectly involving the United States; , (div) any limitation (whether or not mandatory) by any governmental, regulatory regulatory, or administrative agency or authority on, or any event whichthat, in the sole judgment of DesignsCompany's reasonable judgment, Inc. might materially affect, the extension of credit by banks or other lending institutions in the United States; , (ev) any significant decrease in the market price of the shares or in the market prices of equity securities generally in the United States Shares or any change in the general political, market, economic economic, or financial conditions in the United States or abroad that could have could, in the sole reasonable judgment of Designsthe Company, Inc. have a material adverse effect on the Company's business, condition (financial or otherwise)operations, income, operations or prospects of Designs, Inc. and its subsidiaries, taken as a whole, or on the trading in the shares; Shares, (fvi) in the case of any of the foregoing existing at the time of the announcement commencement of the offerOffer, a material acceleration or worsening thereof; , or (gvii) any decline in either the Dow ▇▇▇▇▇ Industrial Average or the S&P Standard and Poor's Index of 500 Composite Index or the Nasdaq Composite Index Industrial Companies by an amount in excess of 10% measured from the close of business on November 14April 27, 2000; or2001; (4) any change shall occur or be threatened in the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. and its subsidiaries, taken as a whole, or in the anticipated availability of bank funding for the offer, which in the sole judgment of Designs, Inc. is or may be material to the consummation of the offer or otherwise material to Designs, Inc. and its subsidiaries, taken as a whole; or (5d) a tender or exchange offer with respect to some or all of the shares of Designs, Inc. common stock Shares (other than the offerOffer), or a merger or acquisition proposal for Designs, Inc.the Company, shall have been proposed, announced announced, or made by another person or shall have been publicly disclosed, or Designs, Inc. the Company shall have learned that (ai) any person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act) has ), other than the persons disclosed as holders of more than 5% of the outstanding Shares listed above in Section 2, shall have acquired or proposes proposed to acquire beneficial ownership of more than 5% of the outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or rightShares, or otherwise (other than as disclosed in a Schedule 13D or 13G (or an amendment thereto) on file with the Securities and Exchange Commission on November 14, 2000) or (b) any such person or new group that on or prior to November 14, 2000, had filed such a Schedule with the Securities and Exchange Commission thereafter shall have acquired or shall propose, to acquire whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of additional shares representing 2% or been formed that beneficially owns more than five percent of the outstanding sharesShares; or (6e) any person change or group changes shall have filed a Notification and Report Form under occurred in the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act business, condition (financial or otherwise), assets, income, operations, prospects, or stock ownership of 1976the Company or its subsidiaries that, reflecting an intent in the Company's sole judgment, is or may be material to acquire Designs, Inc. the Company or any of its sharessubsidiaries. The foregoing conditions are for Designs, Inc.'s the sole benefit of the Company and may be asserted by Designs, Inc. the Company regardless of the circumstances giving rise to any such condition (including any action or inaction by Designsthe Company) giving rise to any such condition, Inc.) or and may be waived by Designsthe Company, Inc. in whole or in part, at any time and from time to time prior to the Expiration Date in its reasonable discretion. Designs, Inc.The Company's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that which may be asserted prior to the Expiration Date at any time and from time to time. In certain circumstances, if Designs, Inc. waives any of the foregoing conditions, it may be required to extend the Expiration Date of the offer. Any determination by Designs, Inc. the Company concerning the events described above and any related judgment or decision by Designs, Inc. regarding the inadvisability of proceeding with the purchase of or payment for any shares tendered will be final and binding on all partiesbinding.

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the offer, Designs, Inc. Telesoft shall not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the offer or may postpone the acceptance for payment of, or the purchase of and the payment for, shares tendered, subject to Rule 13e-4(f) promulgated under the Securities Exchange Act, if at any time on or after November 14February 4, 2000, and prior to the time of payment for any such shares (whether any shares have theretofore been accepted for payment, purchased or paid for pursuant to the offer) Expiration Date any of the following events shall have occurred (or shall have been determined by Designs, Inc. Telesoft to have occurred) that, in Designs, Inc.Telesoft's judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by Designs, Inc.Telesoft), makes it inadvisable to proceed with the offer or with such acceptance for payment or payment: (1) there shall have been threatened or instituted or be pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic, foreign or supranational, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which (a) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the offer or the acquisition of shares pursuant to the offer or is otherwise related in any manner to, or otherwise affects, the offer or (b) could, in the sole reasonable judgment of Designs, Inc.Telesoft, materially affect the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. Telesoft and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of Designs, Inc. Telesoft and its subsidiaries, taken as a whole, or materially impair the offer's contemplated benefits to Designs, Inc.Telesoft; or (2) there shall have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer or Designs, Inc. Telesoft or any of its subsidiaries, by any government or governmental regulatory or administrative authority or agency or tribunal, domestic, foreign or supranational, which, in the sole reasonable judgment of Designs, Inc.Telesoft, would or might directly or indirectly result in any of the consequences referred to in clause (a) or (b) of paragraph (1) above; or (3) there shall have occurred (a) the declaration of any banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory); (b) any general suspension of trading in, or limitation on prices for, securities on any U.S. national securities exchange or in the over-the-counter market; (c) the commencement of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States; (d) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the sole reasonable judgment of Designs, Inc. Telesoft might materially affect, the extension of credit by banks or other lending institutions in the United States; (e) any significant decrease in the market price of the shares or in the market prices of equity securities generally in the United States or any change in the general political, market, economic or financial conditions in the United States or abroad that could have in the sole reasonable judgment of Designs, Inc. Telesoft a material adverse effect on the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. Telesoft and its subsidiaries, taken as a whole, or on the trading in the shares; (f) in the case of any of the foregoing existing at the time of the announcement of the offer, a material acceleration or worsening thereof; or (g) any decline in the Dow ▇▇▇▇▇ Industrial Average or the S&P 500 Composite Index or the Nasdaq Composite Index by an amount in excess of 10% measured from the close of business on November 14February 3, 2000; or (4) any change shall occur or be threatened in the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. Telesoft and its subsidiaries, taken as a whole, or in the anticipated availability of bank funding for the offer, which in the sole reasonable judgment of Designs, Inc. Telesoft is or may be material to the consummation of the offer or otherwise material to Designs, Inc. Telesoft and its subsidiaries, subsidiaries taken as a whole; or (5) a tender or exchange offer with respect to some or all of the shares of Designs, Inc. common stock (other than the offer), or a merger or acquisition proposal for Designs, Inc.Telesoft, shall have been proposed, announced or made by another person or shall have been publicly disclosed, or Designs, Inc. Telesoft shall have learned that (a) any person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as disclosed in a Schedule 13D or 13G (or an amendment thereto) on file with the Securities and Exchange Commission on November 14, February 3 2000) or (b) any such person or group that on or prior to November 14February 3, 2000, had filed such a Schedule with the Securities and Exchange Commission thereafter shall have acquired or shall propose, to acquire whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of additional shares representing 2% or more of the outstanding shares; or (6) any person or group shall have filed a Notification and Report Form under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, reflecting an intent to acquire Designs, Inc. Telesoft or any of its shares. The foregoing conditions are for Designs, Inc.Telesoft's sole benefit and may be asserted by Designs, Inc. Telesoft regardless of the circumstances giving rise to any such condition (including any action or inaction by Designs, Inc.Telesoft) or may be waived by Designs, Inc. Telesoft in whole or in part. Designs, Inc.Telesoft's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. In certain circumstances, if Designs, Inc. Telesoft waives any of the foregoing conditions, it may be required to extend the Expiration Date of the offer. Any determination by Designs, Inc. Telesoft concerning the events described above and any related judgment or decision by Designs, Inc. Telesoft regarding the inadvisability of proceeding with the purchase of or payment for any shares tendered will be final and binding on all parties.

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the this offer, Designs, Inc. shall we will not be required to accept for payment, purchase or pay make any payment for any shares options tendered, and may terminate or amend the this offer or may postpone the acceptance for payment of, or the purchase of and the payment for, shares any options tendered, subject to Rule 13e-4(f13e-4(f)(5) promulgated under the Securities Exchange Act, if at any time on or after November 14April 4, 2000, 2001 and prior to the time of payment for any such shares options (whether any shares options have theretofore previously been accepted for payment, purchased or paid for payment pursuant to the this offer) any of the following events shall have occurred occurs (or shall have been are determined by Designs, Inc. us to have occurred) thatand, in Designs, Inc.'s our reasonable judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by Designs, Inc.us), the occurrence of such event or events makes it inadvisable to proceed with the offer or with such acceptance for payment or paymentthis offer: (1a) there shall have been threatened or is threatened, instituted or be pending before any court, agency, authority or other tribunal any action, suit action or proceeding by any government or governmental, regulatory or administrative agency or agency, authority or by tribunal or any other person, domesticdomestic or foreign, foreign or supranational, or before any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which (a) challenges or seeks to make illegal, or to delay or otherwise tribunal that directly or indirectly to restrain, prohibit or otherwise affect (i) challenges the making of the offer or this offer, the acquisition of shares pursuant to some or all of the offer options, the payment by us for such options, or is otherwise related relates in any manner to, or otherwise affects, the offer to this offer; or (bii) couldin our reasonable judgment, in the sole judgment of Designs, Inc., could materially adversely affect the our business, condition (financial or otherwiseother), income, operations or prospects of Designs, Inc. and its subsidiariesprospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of Designs, Inc. and its subsidiaries, taken as a wholeour business, or materially impair the offer's contemplated benefits of this offer to Designs, Inc.; orus; (2b) there shall have been any action threatened is threatened, pending or taken, or any approval withheld, or any statute, rule rule, regulation, judgment, order or regulation invokedinjunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the this offer or Designs, Inc. or any of its subsidiariesus, by any government court or governmental regulatory or administrative authority or any authority, agency or tribunal, domestic, foreign or supranational, whichtribunal that, in the sole judgment of Designs, Inc.our reasonable judgment, would or might directly or indirectly result (i) make the acceptance for payment of, or payment for, some or all of the tendered options illegal or otherwise restrict or prohibit consummation of this offer or otherwise relates in any manner to this offer; (ii) delay or restrict the ability of us, or render us unable, to accept for payment or pay for some or all of the consequences referred tendered options; (iii) materially impair the contemplated benefits of this offer to in clause (a) us; or (biv) materially and adversely affect our business, condition (financial or other), income, operations or prospects, taken as whole, or otherwise materially impair in any way the contemplated future conduct of paragraph (1) above; orour business; (3c) there shall have occurred is (ai) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the- counter market; (ii) the declaration of any a banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory); (b) any general suspension of trading in, or limitation on prices for, securities on any U.S. national securities exchange or in the over-the-counter market; (ciii) the commencement of a war, armed hostilities or any other international or national or international crisis directly or indirectly involving the United States; (div) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event whichthat, in the sole judgment of Designsour reasonable judgment, Inc. might materially affect, affect the extension of credit by banks or other lending institutions in the United States; (ev) any significant decrease in the market price of the shares or in the market prices of equity securities generally in the United States our common stock or any change in the general political, market, economic or financial conditions in the United States or abroad that could could, in our reasonable judgment, have in the sole judgment of Designs, Inc. a material adverse effect on the our business, condition (financial or otherwiseother), income, operations or prospects of Designs, Inc. and its subsidiaries, taken as a whole, or on the trading in the sharesour common stock, or makes it inadvisable to proceed with this offer; (fvii) in the case of any of the foregoing existing at the time of the announcement commencement of the offer, a material acceleration or worsening thereof; or (gvii) any decline in either the Dow ▇▇▇▇▇ Industrial Average or the S&P Standard and Poor's Index of 500 Composite Index or the Nasdaq Composite Index Companies by an amount in excess of 10% measured from the close of business on November 14April 4, 2000; or2001; (4) any change shall occur or be threatened in the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. and its subsidiaries, taken as a whole, or in the anticipated availability of bank funding for the offer, which in the sole judgment of Designs, Inc. is or may be material to the consummation of the offer or otherwise material to Designs, Inc. and its subsidiaries, taken as a whole; or (5d) a tender or exchange offer with respect to some or all of the shares of Designs, Inc. our common stock (other than the offer)stock, or a merger or acquisition proposal for Designsus, Inc., shall have been is proposed, announced or made by another person or shall have been publicly disclosedentity, or Designs, Inc. shall have learned we learn that (ai) any person person, entity or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act) has acquired or proposes proposed to acquire beneficial ownership of more than 5% of the outstanding shares, whether through the acquisition shares of our common stock, or any group has been formed that beneficially owns more than 5% of the formation outstanding shares of a group, the grant of any option or right, or otherwise our common stock (other than as disclosed in any such person, entity or group who has filed a Schedule 13D or Schedule 13G (or an amendment thereto) on file with the Securities and Exchange Commission on November 14or before April 4, 2000) or 2001); (bii) any such person person, entity or group that on or prior to November 14, 2000, had who has filed such a Schedule 13D or Schedule 13G with the Securities and Exchange Commission thereafter shall have on or before April 4, 2001, has acquired or shall propose, proposed to acquire whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of an additional shares representing 2% or more of the outstanding sharesshares of our common stock; or or (6iii) any person person, entity or group shall have filed files a Notification and Report Form under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, 1976 or makes a public announcement reflecting an intent to acquire Designs, Inc. us or any of its sharesour subsidiaries or any of their respective assets or securities; or (e) any change occurs in our business, condition (financial or other), assets, income, operations, prospects or stock ownership that, in our reasonable judgment, is or may be material to us. The foregoing conditions to this offer are for Designs, Inc.'s sole benefit and our benefit. We may be asserted by Designs, Inc. assert them in our discretion regardless of the circumstances giving rise to any such condition (including any action or inaction by Designsthem prior to the time we accept options for payment. We may waive them, Inc.) or may be waived by Designs, Inc. in whole or in part, at any time and from time to time prior to the time we accept options for payment, in our discretion, whether or not we waive any other condition in this offer. Designs, Inc.'s Our failure at any time to exercise any of the foregoing these rights shall will not be deemed a waiver of any such right, rights. The waiver of any of these rights with respect to particular facts and each such right shall circumstances will not be deemed an ongoing right that may be asserted at a waiver with respect to any time other facts and from time to time. In certain circumstances, if Designs, Inc. waives any of the foregoing conditions, it may be required to extend the Expiration Date of the offer. Any determination by Designs, Inc. we make concerning the events described above and any related judgment or decision by Designs, Inc. regarding the inadvisability of proceeding with the purchase of or payment for any shares tendered in this Section 6 will be final and binding on upon all partiespersons.

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of the offerOffer, Designs, Inc. the Company shall not be required to accept for payment, purchase payment or pay for any shares Shares tendered, and may terminate or amend the offer Offer or may postpone (subject to the requirements of the Exchange Act for prompt payment for or return of Shares) the acceptance for payment of, or the purchase of and the payment for, shares Shares tendered, subject to Rule 13e-4(f) promulgated under the Securities Exchange Act, if at any time on or after November 14May 4, 2000, 1999 and prior to on or before the time of payment for any such shares (whether any shares have theretofore been accepted for payment, purchased or paid for pursuant to the offer) Expiration Date any of the following events shall have occurred (or shall have been determined by Designs, Inc. in the judgment of the Company to have occurred) thatand, in Designsthe judgment of the Company, Inc.'s judgment in any such case and regardless of the circumstances giving rise thereto (including any action or omission to act by Designsthe Company) giving rise to such condition, Inc.), such event makes it inadvisable to proceed with the offer Offer or with such acceptance for payment or payment: (1a) there shall have been threatened or threatened, instituted or be pending before any court, agency, authority or other tribunal any action, suit action or proceeding by any government or governmental, regulatory or administrative agency or agency, authority or by tribunal or any other person, domesticdomestic or foreign, foreign or supranational, or before any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, tribunal which (a) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect (i) challenges the making of the offer or Offer, the acquisition of shares some or all of the Shares pursuant to the offer Offer or is otherwise related relates in any manner to, or otherwise affects, to the offer Offer; or (bii) could, in the sole judgment of DesignsCompany's judgment, Inc., could materially and adversely affect the business, condition (financial or otherwiseother), income, operations or prospects of Designs, Inc. the Company and its subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of Designs, Inc. and the Company or any of its subsidiaries, taken as a whole, subsidiaries or materially impair the offer's contemplated benefits of the Offer to Designs, Inc.; orthe Company; (2b) there shall have been any action threatened threatened, pending or taken, or any approval withheld, or any statute, rule rule, regulation, judgment, order or regulation invokedinjunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer Offer or Designs, Inc. the Company or any of its subsidiaries, by any government court or governmental regulatory or administrative authority or any authority, agency or tribunal, domestic, foreign or supranational, tribunal which, in the sole judgment of Designs, Inc.Company's judgment, would or might directly or indirectly result in any of (i) make the consequences referred to in clause (a) or (b) of paragraph (1) above; or (3) there shall have occurred (a) the declaration of any banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory); (b) any general suspension of trading inacceptance for payment of, or limitation on prices payment for, securities on any U.S. national securities exchange or in the over-the-counter market; (c) the commencement of a war, armed hostilities or any other national or international crisis directly or indirectly involving the United States; (d) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event which, in the sole judgment of Designs, Inc. might materially affect, the extension of credit by banks or other lending institutions in the United States; (e) any significant decrease in the market price of the shares or in the market prices of equity securities generally in the United States or any change in the general political, market, economic or financial conditions in the United States or abroad that could have in the sole judgment of Designs, Inc. a material adverse effect on the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. and its subsidiaries, taken as a whole, or on the trading in the shares; (f) in the case of any of the foregoing existing at the time of the announcement of the offer, a material acceleration or worsening thereof; or (g) any decline in the Dow ▇▇▇▇▇ Industrial Average or the S&P 500 Composite Index or the Nasdaq Composite Index by an amount in excess of 10% measured from the close of business on November 14, 2000; or (4) any change shall occur or be threatened in the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. and its subsidiaries, taken as a whole, or in the anticipated availability of bank funding for the offer, which in the sole judgment of Designs, Inc. is or may be material to the consummation of the offer or otherwise material to Designs, Inc. and its subsidiaries, taken as a whole; or (5) a tender or exchange offer with respect to some or all of the shares of Designs, Inc. common stock (other than the offer), Shares illegal or a merger otherwise restrict or acquisition proposal for Designs, Inc., shall have been proposed, announced or made by another person or shall have been publicly disclosed, or Designs, Inc. shall have learned that (a) any person or "group" (within the meaning of Section 13(d)(3) prohibit consummation of the Securities Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as disclosed in a Schedule 13D or 13G (or an amendment thereto) on file with the Securities and Exchange Commission on November 14, 2000) or (b) any such person or group that on or prior to November 14, 2000, had filed such a Schedule with the Securities and Exchange Commission thereafter shall have acquired or shall propose, to acquire whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of additional shares representing 2% or more of the outstanding shares; or (6) any person or group shall have filed a Notification and Report Form under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, reflecting an intent to acquire Designs, Inc. or any of its shares. The foregoing conditions are for Designs, Inc.'s sole benefit and may be asserted by Designs, Inc. regardless of the circumstances giving rise to any such condition (including any action or inaction by Designs, Inc.) or may be waived by Designs, Inc. in whole or in part. Designs, Inc.'s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. In certain circumstances, if Designs, Inc. waives any of the foregoing conditions, it may be required to extend the Expiration Date of the offer. Any determination by Designs, Inc. concerning the events described above and any related judgment or decision by Designs, Inc. regarding the inadvisability of proceeding with the purchase of or payment for any shares tendered will be final and binding on all parties.Offer;

CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision provisions of the offerOffer and in addition to (and not in limitation of) the Purchaser's rights to extend and amend the Offer at any time in its sole discretion, Designs, Inc. the Purchaser shall not be required to accept for paymentpayment or, purchase or subject to the applicable rules and regulations of the Commission, pay for, and may delay the acceptance for any shares tenderedpayment of or, subject to the applicable rules and regulations of the Commission, payment for, Units tendered pursuant to the Offer, and may terminate or amend the offer or may postpone the acceptance Offer and not accept for payment of, or the purchase of and the payment for, shares tendered, subject to Rule 13e-4(f) promulgated under the Securities Exchange Actany Units, if at any time on or after November 14February 6, 2000, 1998 and prior to before the time acceptance for payment of payment for any such shares (whether any shares have theretofore been accepted for payment, purchased or paid for Units pursuant to the offer) Offer, any of the following events shall have occurred (occur or shall have been determined be deemed by Designs, Inc. the Purchaser to have occurred: (a) thatthere shall be threatened, in Designs, Inc.'s judgment in any such case and regardless of the circumstances giving rise thereto (including instituted or pending any action or omission to act proceeding by Designs, Inc.), makes it inadvisable to proceed with the offer or with such acceptance for payment or payment: (1) there shall have been threatened or instituted or be pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government court or governmental, administrative or regulatory or administrative agency or authority or by any other person, domesticdomestic or foreign, foreign challenging the making of the Offer or supranationalthe acquisition by the Purchaser of any Units, or any judgment, order or injunction entered, enforced or deemed applicable by any such court, authority, agency or tribunal, which (a) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of the offer or the acquisition of shares pursuant relating to the offer or is otherwise related in any manner to, or otherwise affects, the offer or (b) couldOffer or, in the sole judgment of Designsthe Purchaser, Inc.otherwise adversely affecting the Trust, materially affect the businessPurchaser, condition Devon or any of their respective subsidiaries or affiliates; or (b) any change shall have occurred or be threatened in the properties, financial or otherwise)condition, incomeoperations, results of operations or prospects of Designsthe Trust or the Royalty Interests that, Inc. and its subsidiariesin the sole judgment of the Purchaser, taken as a wholeis or may be materially adverse to the Trust or the Royalty Interests, or otherwise materially impair the Purchaser shall have become aware of any facts that, in any way the contemplated future conduct sole judgment of the business Purchaser, have or may 16 19 have material adverse significance with respect to the value of Designs, Inc. and its subsidiaries, taken as a whole, the Trust or materially impair the offer's contemplated benefits Royalty Interests or the value of the Units to Designs, Inc.the Purchaser; or or (2c) there shall have been any action threatened or taken, or any approval withheld, or any statute, rule rule, regulation or regulation invoked, order proposed, sought, promulgated, enacted, entered, amended, enforced entered or deemed to be applicable to the offer or Designs, Inc. or any of its subsidiariesOffer, by any domestic or foreign government or governmental regulatory or administrative authority or agency by any court, domestic or tribunalforeign, domestic, foreign or supranational, whichthat, in the sole judgment of Designsthe Purchaser, Inc.might (i) make the acceptance for payment of or payment for some or all of the Units illegal or otherwise restrict or prohibit consummation of the Offer, would or might directly impose material obligations upon the Purchaser as a result of any such acceptance or indirectly payment, (ii) result in a delay in the ability of the Purchaser, or render the Purchaser unable, to accept for payment or pay for some or all of the Units, (iii) require the Purchaser or the Trust or any of their respective affiliates to hold separate or to divest itself of all or any portion of the consequences referred business, assets or property of any of them or any Units or impose any limitation on the ability of any of them to in clause conduct their business and own such assets, properties and Units, (aiv) impose material limitations on the ability of the Purchaser or Devon to acquire, hold or exercise effectively all rights of ownership of the Units, including the right to vote any Units purchased by it on all matters properly presented to the Unit holders or (bv) of paragraph otherwise adversely affect the Purchaser, Devon, the Trust or the Units; or (1) above; or (3d) there shall have occurred (ai) any general suspension of trading, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) a declaration of any a banking moratorium or any suspension of payments in respect of banks in the United States States, (whether or not mandatory); (b) any general suspension of trading in, or limitation on prices for, securities on any U.S. national securities exchange or in the over-the-counter market; (ciii) the commencement of a war, armed hostilities or any other international or national or international crisis calamity directly or indirectly involving the United States; , (div) any limitation (whether or not mandatory) by any governmental, regulatory United States governmental authority or administrative agency or authority on, or any event which, in the sole judgment of Designs, Inc. might materially affect, on the extension of credit by banks or other lending financial institutions in the United States; , (ev) any significant decrease in from the market price date of this Offer to Purchase through the date of expiration or termination of the shares Offer, a decline of at least 20% in either the Dow Jone▇ Average of Industrial Stocks or the Standard & Poor's 500 Index, which decline shall have remained in the market prices of equity securities generally in the United States effect for at least five NYSE trading days or any change in the general political, market, economic or financial conditions in the United States or abroad that could have in the sole judgment of Designs, Inc. a material adverse effect on the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. and its subsidiaries, taken as a whole, or on the trading in the shares; (fvi) in the case of any of the foregoing situations described in the clauses (i) through (iv) inclusive, existing at the time date of the announcement commencement of the offerOffer, a material acceleration or worsening thereof; or (g) any decline in the Dow ▇▇▇▇▇ Industrial Average or the S&P 500 Composite Index or the Nasdaq Composite Index by an amount in excess of 10% measured from the close of business on November 14which, 2000; or (4) any change shall occur or be threatened in the business, condition (financial or otherwise), income, operations or prospects of Designs, Inc. and its subsidiaries, taken as a whole, or in the anticipated availability of bank funding for the offer, which in the sole judgment of Designsthe Purchaser, Inc. is or may be material to the consummation of the offer or otherwise material to Designs, Inc. and its subsidiaries, taken as a whole; or (5) a tender or exchange offer with respect to some or all of the shares of Designs, Inc. common stock (other than the offer), or a merger or acquisition proposal for Designs, Inc., shall have been proposed, announced or made by another person or shall have been publicly disclosed, or Designs, Inc. shall have learned that (a) any person or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as disclosed in a Schedule 13D or 13G (or an amendment thereto) on file with the Securities and Exchange Commission on November 14, 2000) or (b) any such person or group that on or prior to November 14case, 2000, had filed such a Schedule with the Securities and Exchange Commission thereafter shall have acquired or shall propose, to acquire whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise, beneficial ownership of additional shares representing 2% or more of the outstanding shares; or (6) any person or group shall have filed a Notification and Report Form under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, reflecting an intent to acquire Designs, Inc. or any of its shares. The foregoing conditions are for Designs, Inc.'s sole benefit and may be asserted by Designs, Inc. regardless of the circumstances giving rise to any such condition (including any action or inaction by Designsthe Purchaser or any of its affiliates) giving rise to any such condition, Inc.) makes it inadvisable to proceed with the Offer or with acceptance for payment or payment for Units. The foregoing conditions are for the sole benefit of the Purchaser and its affiliates and may be waived asserted by Designsthe Purchaser, Inc. in whole or in part, at any time and from time to time in the sole judgment of the Purchaser. Designs, Inc.'s The failure by the Purchaser at any time to exercise its rights under any of the foregoing rights conditions shall not be deemed a waiver of any such right, rights and each such right shall be deemed an ongoing right that which may be asserted at any time and or from time to time. In certain circumstances, if Designs, Inc. waives any of the foregoing conditions, it may be required to extend the Expiration Date of the offer. Any determination by Designs, Inc. the Purchaser concerning the events described above and any related judgment or decision by Designs, Inc. regarding the inadvisability of proceeding with the purchase of or payment for any shares tendered will in this Section shall be final and binding on all parties.