THE BUSINESS PLANS AND RELATED PROPRIETARY
INFORMATION OF MANY ENTERPRISES, INCLUDING ENTERPRISES WHICH MAY HAVE PRODUCTS
OR SERVICES WHICH COMPETE DIRECTLY OR INDIRECTLY WITH THOSE OF THE COMPANY.
NOTHING IN THIS SECTION 7.2 SHALL PRECLUDE OR IN ANY WAY RESTRICT THE HOLDERS OF
SHARES OR THEIR AFFILIATES FROM INVESTING OR PARTICIPATING IN ANY PARTICULAR
ENTERPRISE, OR TRADING IN THE SECURITIES THEREOF, WHETHER OR NOT SUCH ENTERPRISE
HAS PRODUCTS OR SERVICES THAT COMPETE WITH THOSE OF THE COMPANY.
7.3.
DIRECTORS' AND OFFICERS' INSURANCE.
THE COMPANY SHALL PURCHASE,
WITHIN A REASONABLE PERIOD FOLLOWING THE CLOSING, AND MAINTAIN FOR SUCH PERIODS
AS THE BOARD SHALL IN GOOD FAITH DETERMINE, AT ITS EXPENSE, INSURANCE IN AN
AMOUNT DETERMINED IN GOOD FAITH BY THE BOARD TO BE APPROPRIATE, ON BEHALF OF ANY
PERSON WHO AFTER THE CLOSING IS OR WAS A DIRECTOR OR OFFICER OF THE COMPANY, OR
IS OR WAS SERVING AT THE REQUEST OF THE COMPANY AS A DIRECTOR, OFFICER, EMPLOYEE
OR AGENT OF ANOTHER CORPORATION, PARTNERSHIP, JOINT VENTURE, TRUST OR OTHER
ENTERPRISE, INCLUDING ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY, AGAINST
ANY EXPENSE, LIABILITY OR LOSS ASSERTED AGAINST SUCH PERSON AND INCURRED BY SUCH
PERSON IN ANY SUCH CAPACITY, OR ARISING OUT OF SUCH PERSON'S STATUS AS SUCH,
SUBJECT TO CUSTOMARY EXCLUSIONS.
THE PROVISIONS OF THIS SECTION 7.3 SHALL
SURVIVE ANY TERMINATION OF THIS AGREEMENT.
8.
REMEDIES.
8.1.
GENERALLY.
THE PARTIES SHALL HAVE ALL REMEDIES AVAILABLE AT LAW,
IN EQUITY OR OTHERWISE IN THE EVENT OF ANY BREACH OR VIOLATION OF THIS AGREEMENT
OR ANY DEFAULT HEREUNDER.
THE PARTIES ACKNOWLEDGE AND AGREE THAT IN THE EVENT
OF ANY BREACH OF THIS AGREEMENT, IN ADDITION TO ANY OTHER REMEDIES WHICH MAY BE
AVAILABLE, EACH OF THE PARTIES HERETO SHALL BE ENTITLED TO SPECIFIC PERFORMANCE
OF THE OBLIGATIONS OF THE OTHER PARTIES HERETO AND, IN ADDITION, TO SUCH OTHER
EQUITABLE REMEDIES (INCLUDING PRELIMINARY OR TEMPORARY RELIEF) AS MAY BE
APPROPRIATE IN THE CIRCUMSTANCES.
8.2.
DEPOSIT.
WITHOUT LIMITING THE GENERALITY OF SECTION 8.1, IF ANY
HOLDER OF SHARES FAILS TO DELIVER TO THE PURCHASER THEREOF THE CERTIFICATE OR
CERTIFICATES EVIDENCING SHARES TO BE SOLD PURSUANT TO SECTION 4, SUCH PURCHASER
MAY, AT ITS OPTION, IN ADDITION TO ALL OTHER REMEDIES IT MAY HAVE, DEPOSIT THE
PURCHASE PRICE FOR SUCH SHARES WITH ANY NATIONAL BANK OR TRUST COMPANY HAVING
COMBINED CAPITAL, SURPLUS AND UNDIVIDED PROFITS IN EXCESS OF ONE HUNDRED MILLION
DOLLARS ($100,000,000) (THE "ESCROW AGENT") AND THE COMPANY SHALL
CANCEL ON ITS
BOOKS THE CERTIFICATE OR CERTIFICATES REPRESENTING SUCH SHARES AND THEREUPON ALL
OF SUCH HOLDER'S RIGHTS IN AND TO SUCH SHARES SHALL TERMINATE.
THEREAFTER, UPON
DELIVERY TO SUCH PURCHASER BY SUCH HOLDER OF THE
-30-
CERTIFICATE OR CERTIFICATES EVIDENCING SUCH SHARES (DULY ENDORSED, OR WITH STOCK
POWERS DULY ENDORSED, FOR TRANSFER, WITH SIGNATURE GUARANTEED, FREE AND CLEAR OF
ANY LIENS OR ENCUMBRANCES, AND WITH ANY TRANSFER TAX STAMPS AFFIXED), SUCH
PURCHASER SHALL INSTRUCT THE ESCROW AGENT TO DELIVER THE PURCHASE PRICE (WITHOUT
ANY INTEREST FROM THE DATE OF THE CLOSING TO THE