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of such event or events makes it inadvisable for us to proceed with the offer or
with such acceptance and cancellation of options tendered for exchange:
(a) there shall have been threatened or instituted or be pending any
action or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person,
before any court, authority, agency or tribunal that directly or
indirectly challenges the making of the offer, the acquisition of some
or all of the tendered options pursuant to the offer, the issuance of
new options, or otherwise relates in any manner to the offer or that,
in our reasonable judgment, could materially and adversely affect the
business, condition (financial or other), income, operations or
prospects of PFSweb or our subsidiaries, or otherwise materially impair
in any way the contemplated future conduct of our business or the
business of any of our subsidiaries or materially impair the
contemplated benefits of the offer to us;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the offer or PFSweb or
any of our subsidiaries, by any court or any authority, agency or
tribunal that, in our reasonable judgment, would or might directly or
indirectly:
(1) make the acceptance for exchange of, or issuance of new
options for, some or all of the tendered options illegal or
otherwise restrict or prohibit consummation of the offer or
otherwise relates in any manner to the offer;
(2) delay or restrict our ability, or render us unable, to
accept for exchange, or issue new options for, some or all of
the tendered options;
(3) materially impair the contemplated benefits of the offer
to us; or
(4) materially and adversely affect the business, condition
(financial or other), income, operations or prospects of
PFSweb or our subsidiaries, or otherwise materially impair in
any way the contemplated future conduct of our business or the
business of any of our subsidiaries or materially impair the
contemplated benefits of the offer to us;
(c) there shall have occurred any change, development, clarification or
position taken in generally accepted accounting principles which could
or would require us to record compensation expense against our earnings
in connection with the offer for financial reporting purposes;
(d) a tender or exchange offer with respect to some or all of our
common stock, or a merger or acquisition proposal for us, shall have
been proposed, announced or made by another person or entity or shall
have been publicly disclosed, or we learn that:
(i) any person, entity or "group," within the meaning of
section 13(d)(3) of the Securities Exchange Act, has acquired
or proposed to acquire beneficial