Preview | Agreement and Plan of Merger |

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	ARTICLE I

	THE MERGER

1.1	The Merger; Effective Time of the Merger	1
1.2	Closing	1
1.3	Effect of the Merger	2
1.4	Certificate of Incorporation and Bylaws	2
1.5	Directors and Officers	2
1.6	Convertible Debentures	2

ARTICLE II

EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE COMPANY AND MERGER SUB; EXCHANGE OF CERTIFICATES

2.1	Effect of the Merger on Capital Stock	3
2.2	Appraisal Rights	4
2.3	Treatment of Company Options	4
2.4	Treatment of Restricted Company Common Stock	5
2.5	Payment for Performance Units	5
2.6	Payment for Securities	5

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1	Representations and Warranties of the Company	9
3.2	Representations and Warranties of Parent and Merger Sub	27

ARTICLE IV

COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER

4.1	Conduct of Business by the Company Pending the Merger	30
4.2	No Solicitation	35

ARTICLE V

ADDITIONAL AGREEMENTS

5.1	Preparation of Proxy Statement	38
5.2	Access to Information	39
5.3	Stockholders' Meeting and Board Recommendation	40

5.4	Regulatory Approvals	40
5.5	Employee Matters	43
5.6	Indemnification; Directors' and Officers' Insurance	44
5.7	Agreement to Defend	46
5.8	Public Announcements	47
5.9	Advice of Certain Matters; Control of Business	47
5.10	Conveyance Taxes	47
5.11	Investigation by Parent and Merger Sub; No Other Representations or Warranties	47
5.12	Financing	48
5.13	Reasonable Best Efforts; Notification	49
5.14	Rule 16b-3	51
5.15	New Jersey Industrial Site Recovery Act	51
5.16	Tender Offer	51
5.17	Business of Parent	53

ARTICLE VI

CONDITIONS PRECEDENT

6.1	Conditions to Each Party's Obligation to Effect the Merger	53
6.2	Additional Conditions to Obligations of Parent and Merger Sub	54
6.3	Additional Conditions to Obligations of the Company	55

ARTICLE VII

TERMINATION

7.1	Termination	55
7.2	Notice of Termination; Effect of Termination	57
7.3	Expenses and Other Payments	57

ARTICLE VIII

GENERAL PROVISIONS

8.1	Schedule Definitions	58
8.2	Nonsurvival of Representations, Warranties and Agreements	58
8.3	Notices	58
8.4	Rules of Construction	59
8.5	Counterparts	61
8.6	Entire Agreement; No Third Party Beneficiaries	61
8.7	Governing Law; Venue; Waiver of Jury Trial	61
8.8	No Remedy in Certain Circumstances	62
8.9	Assignment	63
8.10	Affiliate Liability	63
8.11	Specific Performance	63

Adverse Recommendation Change	37
Affiliate	8
Agreement	1
Alternate Financing	50
Annual Report	33
Antitrust Authority	42
Antitrust Laws	42
Antitrust Prohibition	42
Appraisal Shares	4
Book-Entry Shares	6
Business Day	2
Cap Amount	47
Certificate of Merger	1
Certificates	6
Closing	1
Closing Date	2
Code	19
Company	1
Company Affiliate	64
Company Bylaws	10
Company Certificate of Incorporation	10
Company Common Stock	3
Company Contracts	26
Company Convertible Notes	2
Company Disclosure Letter	9
Company Intellectual Property	23
Company Material Adverse Effect	10
Company Permits	16
Company Preferred Stock	11
Company Required Vote	39
Company SEC Documents	14
Company Stock Option	5
Company Stock Plans	5
Company Termination Fee	58
Confidentiality Agreement	40
Continuing Directors	53
Convertible Note Notice Date	3
Corporate Officers	34
Debt Commitment Letter	29
Debt Financing	49
DGCL	1

Divestiture Action	42
Effective Time	1
Employee Benefit Plan	19
Encumbrances	12
Environmental Laws	24
ERISA	19
ERISA Affiliate	19
Exchange Act	13
Fin 48	33
First Eligible Closing Date	2
Foreign Benefit Plan	19
GAAP	14
Governmental Entity	13
Hazardous Materials	24
Indemnified Liabilities	46
Indemnified Persons	45
Indenture	2
Intellectual Property	23
Interim Period	53
ISRA	52
knowledge	17
Letter of Transmittal	6
Marketing Period	2
Material Leased Real Property	26
Material Real Property Lease	27
Merger	1
Merger Consideration	3
Merger Sub	1
Minimum Condition	52
New Commitment Letter	50
New Jersey Property	52
Notice of Adverse Recommendation Change	37
Option Consideration	5
Option Surrender Agreement	5
Owned Real Property	26
Parent	1
Parent Closing Option	2
Parent Disclosure Letter	27
Parent Financial Statements	31
Parent Group	43
Parent Material Adverse Effect	27
Paying Agent	6
Payment Fund	6
PBGC	20
Performance Unit Consideration	5
Performance Units	5

Permitted Encumbrances	24
Person	7
Premerger Notification Rules	41
Proxy Statement	13
Quarterly Report	33
Release	24
Representatives	40
Right	12
Rights Agreement	12
Rights Agreement Amendment	27
Sarbanes-Oxley Act	14
SEC	14
Section 203	26
Securities Act	14
Significant Subsidiary	10
Subsidiary	11
Superior Proposal	39
Surviving Corporation	2
Takeover Proposal	38
Tax Returns	18
Taxes	18
Tender Offeror	52
Terminable Breach	57
Termination Date	57
Third Party	39
Title IV Plan	20
Transaction Agreements