ALL OF WHICH SHALL TOGETHER
CONSTITUTE THE SAME AGREEMENT.
12.6.
HEADINGS.
ALL SECTION HEADINGS ARE FOR CONVENIENCE OF REFERENCE
ONLY AND ARE NOT PART OF THIS STOCKHOLDERS' AGREEMENT, AND NO CONSTRUCTION OR
REFERENCE SHALL BE DERIVED THEREFROM.
12.7.
SUCCESSORS AND ASSIGNS.
THIS STOCKHOLDER'S AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE STOCKHOLDERS AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS AND SHALL NOT BE ASSIGNABLE EXCEPT TO THE
EXTENT EXPRESSLY PERMITTED HEREBY AND ANY PURPORTED ASSIGNMENT OF THIS
STOCKHOLDERS' AGREEMENT OR OF ANY SHARES IN VIOLATION OF THIS STOCKHOLDERS'
AGREEMENT SHALL BE NULL AND VOID AND OF NO FORCE OR EFFECT.
THE RIGHTS AND
OBLIGATIONS UNDER THIS STOCKHOLDERS' AGREEMENT SHALL BE ASSIGNED BY A
STOCKHOLDER TO A TRANSFEREE IN CONNECTION WITH THE TRANSFER TO SUCH TRANSFEREE
PURSUANT TO ARTICLE 5.
12.8.
ENTIRE AGREEMENT; WAIVER.
THIS STOCKHOLDERS' AGREEMENT (INCLUDING
ANY SCHEDULES HERETO) AND THE ANCILLARY AGREEMENTS (INCLUDING ANY EXHIBITS AND
SCHEDULES THERETO), SUPERSEDE ALL PRIOR AGREEMENTS, WRITTEN OR ORAL, AMONG THE
STOCKHOLDERS WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND CONTAIN
THE ENTIRE AGREEMENT AMONG THE STOCKHOLDERS WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF.
THIS STOCKHOLDERS' AGREEMENT MAY NOT BE AMENDED,
SUPPLEMENTED OR MODIFIED, AND NO PROVISIONS HEREOF MAY BE MODIFIED OR WAIVED,
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY THE MANAGEMENT COMPANY AND EACH
STOCKHOLDER OWNING MORE THAN TEN PERCENT (10%) OF THE TOTAL OUTSTANDING SHARES.
NO WAIVER OF ANY PROVISIONS HEREOF BY ANY STOCKHOLDER SHALL BE DEEMED A WAIVER
OF ANY OTHER PROVISIONS HEREOF BY ANY SUCH STOCKHOLDER, NOR SHALL ANY SUCH
WAIVER BE DEEMED A CONTINUING WAIVER OF ANY PROVISION HEREOF BY SUCH
STOCKHOLDER.
12.9.
NO RELIEF OF LIABILITIES.
THE TRANSFER BY A STOCKHOLDER OF ANY JV
SECURITIES BENEFICIALLY OWNED BY SUCH STOCKHOLDER SHALL NOT RELIEVE SUCH
STOCKHOLDER OF ANY LIABILITIES OR
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OBLIGATIONS TO THE MANAGEMENT COMPANY OR ANY OTHER STOCKHOLDER, AS THE CASE MAY
BE, THAT AROSE OR ACCRUED PRIOR TO THE DATE OF SUCH TRANSFER.
12.10.
FURTHER ASSURANCES.
EACH STOCKHOLDER SHALL AT ANY TIME, AND FROM
TIME TO TIME, EXECUTE AND DELIVER SUCH ADDITIONAL INSTRUMENTS AND OTHER
DOCUMENTS AND SHALL AT ANY TIME, AND FROM TIME TO TIME, TAKE SUCH FURTHER
ACTIONS AS MAY BE NECESSARY OR APPROPRIATE TO EFFECTUATE, CARRY OUT AND COMPLY
WITH ALL OF THE TERMS OF THIS STOCKHOLDERS' AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY.
12.11.
THIRD PARTY BENEFICIARIES.
NOTHING IN THIS STOCKHOLDERS' AGREEMENT,
EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR
REMEDIES OF ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS STOCKHOLDERS'
AGREEMENT.
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IN WITNESS WHEREOF, the Parties hereto have executed this Stockholders'
Agreement as of the date first written above.
SK TELECOM CO., LTD.
By:
Name:
Title:
EARTHLINK, INC.
By:
Name:
Title:
SK-EARTHLINK MANAGEMENT CORP.
By:
Name:
Title:
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Schedule 8.1
Strategic Decisions
The following Strategic Decisions shall be approved as provided in Article 8 of
this Stockholders' Agreement:
(a)
Approval of annual Business Plan and Operating Budget;
(b)
Change in