Common use of PARENT AND MERGER SUB Clause in Contracts

PARENT AND MERGER SUB. The Merger is being completed to permit Saw Mill, together with the Management Shareholders, to acquire the Company from the Public Shareholders and take the Company from being a public corporation to being a private corporation. After the Merger, Saw Mill will indirectly control the Surviving Corporation through its control of Parent. VOTING AGREEMENT Each of Parent, Merger Sub, Saw Mill, Saw Mill Investments II, LLC and Mr. ▇▇▇▇▇ ▇▇▇uired beneficial ownership of 7,686,683 shares of Common Stock (representing approximately 37.6% of the outstanding Common Stock as of the date hereof) on the execution of a voting agreement, dated as of January 30, 2000 (the "Voting Agreement"), by and between Merger Sub, the Management Shareholders, Jane▇ ▇. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily Foundation. The Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily Foundation entered into the Voting Agreement in order to induce Merger Sub to enter into the Merger Agreement. Under the Voting Agreement, the Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily Foundation have agreed that at any meeting of the Company's shareholders called for the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement or a transaction involving the acquisition of a material portion of the Company's assets or capital stock other than the Merger, or in connection with any written consent of the holders of shares of Common Stock, or in any other circumstances in which the Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇ the Foundation are entitled to vote, consent or give any other approval, with respect to the Merger Agreement, the transactions contemplated by the Merger Agreement or a third party transaction, to vote, or cause to be voted, the shares of Common Stock held by the Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily Foundation at the direction of Merger Sub with respect to such transactions. The Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily Foundation also agreed under the Voting Agreement to vote against actions or agreements that would interfere with the completion of the Merger. The Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily Foundation granted Merger Sub an irrevocable proxy to vote the shares of Common Stock held by such shareholders as indicated above. Furthermore, the Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Foundation agreed not to: - transfer any of the shares of Common Stock held by the Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇ the Mart▇▇ ▇▇▇ily Foundation except as contemplated by the Voting Agreement or the Merger Agreement; or - enter into any voting arrangement or understanding with respect to the shares of Common Stock held by the Management Shareholders, Mrs. ▇▇▇▇▇▇ or the Mart▇▇ ▇▇▇ily Foundation. Under the Voting Agreement, the Management Shareholders also agreed to enter into a registration rights agreement and stockholders agreement with the Parent and to enter into employment agreements with the Company.

PARENT AND MERGER SUB. The Merger is being completed to permit Saw Mill, together with the Management Shareholders, to acquire the Company from the Public Shareholders and take the Company from being a public corporation to being a private corporation. After the Merger, Saw Mill will indirectly control the Surviving Corporation through its control of Parent. VOTING AGREEMENT Each of Parent, Merger Sub, Saw Mill, Saw Mill Investments II, II LLC and Mr. ▇▇▇▇▇ ▇▇▇uired beneficial ownership of 7,686,683 shares of Common Stock (representing approximately 37.6% of the outstanding Common Stock as of the date hereof) on the execution of a voting agreement, dated as of January 30, 2000 (the "Voting Agreement"), by and between Merger Sub, the Management Shareholders, Jane▇ ▇. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily Foundation. The Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily 35 41 Foundation entered into the Voting Agreement in order to induce Merger Sub to enter into the Merger Agreement. Under the Voting Agreement, the Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily Foundation have agreed that at any meeting of the Company's shareholders called for the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement or a transaction involving the acquisition of a material portion of the Company's assets or capital stock other than the Merger, or in connection with any written consent of the holders of shares of Common Stock, or in any other circumstances in which the Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇ the Foundation are entitled to vote, consent or give any other approval, with respect to the Merger Agreement, the transactions contemplated by the Merger Agreement or a third party transaction, to vote, or cause to be voted, the shares of Common Stock held by the Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily Foundation at the direction of Merger Sub with respect to such transactions. The Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily Foundation also agreed under the Voting Agreement to vote against actions or agreements that would interfere with the completion of the Merger. The Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Mart▇▇ ▇▇▇ily Foundation granted Merger Sub an irrevocable proxy to vote the shares of Common Stock held by such shareholders as indicated above. Furthermore, the Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇▇ the Foundation agreed not to: - transfer any of the shares of Common Stock held by the Management Shareholders, Mrs. ▇▇▇▇▇▇ ▇▇ the Mart▇▇ ▇▇▇ily Foundation except as contemplated by the Voting Agreement or the Merger Agreement; or - enter into any voting arrangement or understanding with respect to the shares of Common Stock held by the Management Shareholders, Mrs. ▇▇▇▇▇▇ or the Mart▇▇ ▇▇▇ily Foundation. Under the Voting Agreement, the Management Shareholders also agreed to enter into a registration rights agreement and stockholders agreement with the Parent and to enter into employment agreements with the Company.