OR CAUSE TO BE DONE AND PERFORMED, ALL SUCH
FURTHER ACTS AND THINGS, AND SHALL EXECUTE AND DELIVER ALL SUCH OTHER
AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS ANY OTHER PARTY MAY
REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND ACCOMPLISH THE PURPOSES
OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(J) ALL CONSENTS AND OTHER DETERMINATIONS REQUIRED TO BE MADE BY THE INVESTORS
PURSUANT TO THIS AGREEMENT SHALL BE MADE, UNLESS OTHERWISE SPECIFIED IN THIS
AGREEMENT, BY THE REQUIRED HOLDERS.
(K) THE LANGUAGE USED IN THIS AGREEMENT WILL BE DEEMED TO BE THE LANGUAGE CHOSEN
BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT AND NO RULES OF STRICT
CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
(L) THIS AGREEMENT IS INTENDED FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS, AND IS NOT FOR THE BENEFIT OF, NOR
MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON.
(M) THE OBLIGATIONS OF EACH INVESTOR HEREUNDER ARE SEVERAL AND NOT JOINT WITH
THE OBLIGATIONS OF ANY OTHER INVESTOR, AND NO PROVISION OF THIS AGREEMENT IS
INTENDED TO CONFER ANY OBLIGATIONS ON ANY INVESTOR VIS-À-VIS ANY OTHER
INVESTOR.
NOTHING CONTAINED HEREIN, AND NO ACTION TAKEN BY ANY INVESTOR
PURSUANT HERETO, SHALL BE DEEMED TO CONSTITUTE THE INVESTORS AS A PARTNERSHIP,
AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE INVESTORS ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP
WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED HEREIN.
16
IN WITNESS WHEREOF, each Investor and the Company have caused their respective
signature page to this Amended and Restated Registration Rights Agreement to be
duly executed as of the date first written above.
COMPANY:
VYYO INC.
By:
Name:
Title:
IN WITNESS WHEREOF, each Investor and the Company have caused their respective
signature page to this Amended and Restated Registration Rights Agreement to be
duly executed as of the date first written above.
INVESTORS:
GOLDMAN, SACHS & CO.
By:
Name:
Title: