OTHER REMEDY AT LAW OR IN EQUITY.
SECTION 7.
FIDUCIARY DUTIES.
EACH
SHAREHOLDER IS SIGNING THIS AGREEMENT SOLELY IN SUCH SHAREHOLDER'S CAPACITY AS
AN OWNER OF SUCH SHAREHOLDER'S RESPECTIVE SHARES, AND NOTHING HEREIN SHALL
PROHIBIT, PREVENT OR PRECLUDE SUCH SHAREHOLDER FROM TAKING OR NOT TAKING ANY
ACTION IN SUCH SHAREHOLDER'S CAPACITY AS AN OFFICER OR DIRECTOR OF THE COMPANY
TO THE EXTENT PERMITTED BY THE MERGER AGREEMENT.
SECTION 8.
CONSENT AND WAIVER.
EACH
SHAREHOLDER HEREBY GIVES ANY CONSENTS OR WAIVERS THAT ARE REASONABLY REQUIRED
FOR THE CONSUMMATION OF THE MERGER UNDER THE TERMS OF ANY
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AGREEMENT TO WHICH SUCH SHAREHOLDER IS A PARTY OR PURSUANT TO ANY RIGHTS SUCH
SHAREHOLDER MAY HAVE IN HIS OR HER CAPACITY AS A SHAREHOLDER OF THE COMPANY.
SECTION 9.
MISCELLANEOUS.
(A)
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,
BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES WITH RESPECT THERETO. THIS AGREEMENT
MAY NOT BE AMENDED, MODIFIED OR RESCINDED EXCEPT BY AN INSTRUMENT IN WRITING
SIGNED BY EACH OF THE PARTIES HERETO.
(B)
SEVERABILITY.
IF ANY TERM OR OTHER
PROVISION OF THIS AGREEMENT IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED
BY ANY RULE OF LAW, OR PUBLIC POLICY, ALL OTHER CONDITIONS AND PROVISIONS OF
THIS AGREEMENT SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT.
UPON SUCH
DETERMINATION THAT ANY TERM OR OTHER PROVISION IS INVALID, ILLEGAL OR INCAPABLE
OF BEING ENFORCED, THE PARTIES HERETO SHALL NEGOTIATE IN GOOD FAITH TO MODIFY
THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS
POSSIBLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN A MUTUALLY
ACCEPTABLE MANNER IN ORDER THAT THE TERMS OF THIS AGREEMENT REMAIN AS ORIGINALLY
CONTEMPLATED TO THE FULLEST EXTENT POSSIBLE.
(C)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(E)
NOTICES.
ALL NOTICES AND OTHER
COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED DULY DELIVERED
(I) THREE BUSINESS DAYS AFTER BEING SENT BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, OR (II) ONE BUSINESS DAY AFTER BEING SENT
FOR NEXT BUSINESS DAY DELIVERY, FEES PREPAID, VIA A REPUTABLE NATIONWIDE
OVERNIGHT COURIER SERVICE, IN EACH CASE TO THE INTENDED RECIPIENT AS SET FORTH
BELOW:
(I)
IF TO A SHAREHOLDER IN CARE OF THE
COMPANY AT THE ADDRESS SET FORTH BELOW;
(II)
IF TO THE BUYER TO:
Avid Technology, Inc.
Avid Technology Park
One Park West
Tewksbury, MA 01876
Attn:
General Counsel
Telecopy:
(978) 851-7216
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with a copy to:
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
Attn:
David A. Westenberg, Esq.
Jay E. Bothwick, Esq.
Facsimile: