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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
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Section 5.4, the purchase and sale of any of the Shares specified in the
Holder's notice may be conditioned at the Holder's option on the consummation of
the Business Combination described in Allen's notice pursuant to this Section

        6. Representations of Allen. Allen represents and warrants to the Holder
and each Permitted Transferee that on the date hereof and at all times hereafter
through the Closing: (a) Allen has full power and authority to execute and
deliver this Agreement and consummate the transactions contemplated hereby; and
(b) this Agreement constitutes the legal, valid and binding obligation of Allen,
enforceable against Allen in accordance with its terms.

        7. Termination of Put Option.

               7.1 The Put Option shall terminate on the earliest of the
following dates, except with respect to any Shares that are specified in a
notice delivered by the Holder pursuant to Section 2 prior to such earliest

                      (a) the second anniversary of the date of the closing
under the Purchase and Contribution Agreement;

                      (b) the date specified in Section 5.4; and

                      (c) the first date on which both of the following
conditions are satisfied:

                             (i) the Closing Price of PublicCo common stock has
exceeded $21.85 for any 90 trading days during the preceding 100 consecutive
trading days (which period of 100 trading days shall not have commenced prior to
the closing under the Purchase and Contribution Agreement); and

                             (ii) all shares of PublicCo common stock then held
by the Holder and subject to the Put Option may be sold to the public in their
entirety on such date (x) without registration under the Securities Act of 1933,
as amended (the "Act"), pursuant to Rule 144 under the Act or another comparable
provision or (y) pursuant to a then effective registration statement under the

               7.2 The Put Option shall terminate as to any Shares on the date
on which such Shares are first transferred by the Holder or any Permitted
Transferee to a person or entity that is not a "Permitted Transferee."

               7.3 For purposes of determining whether the condition in Section
7.1(c)(i) is satisfied, appropriate adjustments will be made to take into
account any subdivision (by stock split or otherwise) or combination (by reverse
stock split or otherwise) of outstanding shares of PublicCo common stock
occurring after the consummation of PublicCo's initial public offering.

        8. Miscellaneous.

               8.1 Complete Agreement; Modifications. This Agreement constitutes
the parties' entire agreement with respect to the subject matter hereof and
supersedes all other