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ownership of more than 5% of the outstanding shares of our
common stock, or any new group shall have been formed that
beneficially owns more than 5% of the outstanding shares of
our common stock, other than any such person, entity or group
that has filed a Schedule 13D or Schedule 13G with the SEC on
or before the date hereof;
(ii) any such person, entity or group that has filed a
Schedule 13D or Schedule 13G with the SEC on or before the
date hereof has acquired or proposed to acquire beneficial
ownership of an additional 2% or more of the outstanding
shares of our common stock; or
(iii) any person, entity or group shall have filed a
Notification and Report Form under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 or made a public
announcement that it intends to acquire us or any of our
assets or securities; or
(e) there is any general suspension of trading in, or limitation on
prices for, securities on any national securities exchange or in the
over-the-counter market or the declaration of a banking moratorium or
any suspension of payments in respect of banks in the United States,
whether or not mandatory; or
(f) any change or changes shall have occurred in the business,
condition (financial or other), assets, income, operations, prospects
or stock ownership of PFSweb or our subsidiaries that, in our
reasonable judgment, is or may be material to PFSweb or our
subsidiaries or materially impairs or may materially impair the
contemplated benefits of the offer to us.
The conditions to the offer are for our benefit. We may assert them in
our discretion regardless of the circumstances giving rise to them prior to the
expiration date. We may waive them, in whole or in part, at any time and from
time to time prior to the expiration date, in our discretion, whether or not we
waive any other condition to the offer. Our failure at any time to exercise any
of these rights will not be deemed a waiver of any such rights. The waiver of
any of these rights with respect to particular facts and circumstances will not
be deemed a waiver with respect to any other facts and circumstances. Any
determination we make concerning the events described in this Section 6 will be
final and binding upon all persons.
7. PRICE RANGE OF COMMON STOCK UNDERLYING THE OPTIONS.
Our common stock is traded on the Nasdaq National Market under the
symbol "PFSW." Our common stock began trading on Nasdaq on December 2, 1999 in
connection with the initial public offering of our common stock. The following
table shows, for the periods indicated, the high and low sales prices per share
of our common stock as reported by the Nasdaq National Market.