ANY INCREASE OR DECREASE IN THE SIZE OF THE BOARD, COMMITTEES OF
THE BOARD, AND BOARDS AND COMMITTEES OF SUBSIDIARIES OF THE COMPANY;
(XII)
ANY (A) ACQUISITION BY THE COMPANY OR ANY SUBSIDIARY OF THE
STOCK, EQUITY INTERESTS OR ASSETS OF ANY PERSON, OR THE ACQUIRING BY THE COMPANY
OR ANY SUBSIDIARY BY ANY OTHER MANNER OF ANY BUSINESS, PROPERTIES, ASSETS, OR
PERSONS, IN ONE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS, OR (B)
DISPOSITION OF ASSETS OF THE COMPANY OR ANY SUBSIDIARY OR THE CAPITAL STOCK OR
OTHER EQUITY INTERESTS OF ANY SUBSIDIARY, OTHER THAN, IN EITHER CASE, AN EXEMPT
TRANSACTION;
(XIII)
ANY (A) MERGER OR CONSOLIDATION WITH OR INTO ANY OTHER PERSON, OR
ANY ACQUISITION OF ANOTHER PERSON, WHETHER IN A SINGLE TRANSACTION OR A SERIES
OF RELATED TRANSACTIONS, OTHER THAN ANY EXEMPT TRANSACTION, (B) PROPOSED
TRANSACTION OR SERIES OF
12
RELATED TRANSACTIONS INVOLVING A CHANGE OF CONTROL OF THE COMPANY OR (C)
PROPOSED TRANSFER BY A STOCKHOLDER EXCEPT TO A PERMITTED TRANSFEREE OR A
TRANSFER IN ACCORDANCE WITH SECTION 3.2 HEREOF;
(XIV)
ANY PLAN OF LIQUIDATION, DISSOLUTION OR WINDING-UP OF THE COMPANY;
(XV)
ANY REPURCHASE OTHER THAN (A) A PRO RATA REPURCHASE OR (B) A
REPURCHASE FROM AN EMPLOYEE IN CONNECTION WITH SUCH EMPLOYEE'S TERMINATION OF
EMPLOYMENT WITH THE COMPANY OR ANY SUBSIDIARY.
(B)
IN CONNECTION WITH ANY VOTE OR ACTION BY WRITTEN CONSENT OF THE
STOCKHOLDERS OF THE COMPANY RELATING TO ANY MATTER REQUIRING CONSENT AS
SPECIFIED IN SECTION 2.3(A), EACH STOCKHOLDER AGREES, WITH RESPECT TO ANY VOTING
SECURITIES BENEFICIALLY OWNED BY SUCH STOCKHOLDER WITH RESPECT TO WHICH HE OR IT
HAS THE POWER TO VOTE, (I) TO VOTE AGAINST (AND NOT ACT BY WRITTEN CONSENT TO
APPROVE) SUCH MATTER IF SUCH MATTER HAS NOT BEEN CONSENTED TO BY THE REQUIRED
DIRECTORS IN ACCORDANCE WITH SECTION 2.3(A) AND (II) TO TAKE OR CAUSE TO BE
TAKEN, UPON THE WRITTEN REQUEST OF A STOCKHOLDER, ALL OTHER REASONABLE ACTIONS,
AT THE EXPENSE OF THE COMPANY, REQUIRED, TO THE EXTENT PERMITTED BY LAW, TO
PREVENT THE TAKING OF ANY ACTION BY THE COMPANY WITH RESPECT TO A MATTER UNLESS
SUCH MATTER HAS BEEN CONSENTED TO BY THE REQUIRED DIRECTORS IN ACCORDANCE WITH
SECTION 2.3(A).
SECTION 2.4.
Available Financial Information.
(a)
The Company will
deliver, or will cause to be delivered, the following to each Stockholder until
such time as such Stockholder and its Affiliates shall cease to own any shares
of Common Stock on an as-converted basis:
(I)
AS SOON AS AVAILABLE AFTER THE END OF EACH MONTH AND IN ANY EVENT
WITHIN THIRTY (30) DAYS THEREAFTER, A CONSOLIDATED BALANCE SHEET OF THE COMPANY
AND ITS SUBSIDIARIES AS OF THE END OF SUCH MONTH AND CONSOLIDATED STATEMENTS OF
OPERATIONS, INCOME, CASH FLOWS, RETAINED EARNINGS AND STOCKHOLDERS' EQUITY OF
THE COMPANY AND ITS SUBSIDIARIES, FOR EACH MONTH AND FOR THE CURRENT FISCAL YEAR
OF THE COMPANY TO DATE, PREPARED IN ACCORDANCE WITH GAAP (SUBJECT TO NORMAL
YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF NOTES THERETO) AND CERTIFIED BY
THE