the terms and conditions of this Agreement, and (b) such other
documents as the Company deems reasonably necessary or advisable. Such admission
shall become effective on the date that the Company determines that such
conditions have been satisfied.
SECTION 9.
LEGENDS.
EACH STOCKHOLDER CONSENTS TO THE COMPANY INSERTING
APPROPRIATE LEGENDS REFERENCING THE RESTRICTIONS AND OBLIGATIONS CONTAINED IN
THIS AGREEMENT ON THE CERTIFICATES REPRESENTING THE SHARES HELD BY THE
STOCKHOLDERS ON OR AFTER THE DATE OF THIS AGREEMENT.
SECTION 10.
MISCELLANEOUS.
(A)
REPRESENTATION.
NO STOCKHOLDER IS A PARTY TO ANY OTHER AGREEMENT
OTHER THAN THE PLEDGE AGREEMENT, WITH RESPECT TO THE TRANSFER OR DISPOSITION OF
VOTING RIGHTS WITH RESPECT TO ANY SHARES.
(B)
SEVERABILITY.
SHOULD ANY ONE OR MORE OF THE PROVISIONS OF THIS
AGREEMENT BE DETERMINED TO BE ILLEGAL OR UNENFORCEABLE, EACH OTHER PROVISION OF
THIS AGREEMENT SHALL BE GIVEN EFFECT SEPARATELY FROM THE PROVISION OR PROVISIONS
DETERMINED TO BE ILLEGAL OR UNENFORCEABLE AND SHALL NOT BE AFFECTED THEREBY.
(C)
NO WAIVER.
NO FAILURE OR DELAY ON THE PART OF ANY PARTY IN EXERCISING
ANY RIGHT, POWER OR REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF; NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY PRECLUDE
ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER
OR REMEDY HEREUNDER.
(D)
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS
CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS OF THE
PARTIES IN CONNECTION HEREWITH.
(E)
AMENDMENT AND MODIFICATION.
THIS AGREEMENT MAY BE AMENDED, MODIFIED
AND SUPPLEMENTED ONLY BY WRITTEN AGREEMENT OF A MAJORITY OF THE SHARES HELD BY
THE STOCKHOLDERS (OR, IN THE EVENT THE PROVISION TO BE AMENDED CONTAINS LANGUAGE
REQUIRING THE CONSENT OF A GREATER NUMBER OF THE SHARES SUCH GREATER NUMBER);
PROVIDED, HOWEVER, THAT ANY AMENDMENT, MODIFICATION OR SUPPLEMENT TO THIS
AGREEMENT THAT WOULD ADVERSELY AFFECT ANY INDIVIDUAL STOCKHOLDER, OR GROUP OF
STOCKHOLDERS, IN A MANNER DIFFERENT THAN ITS EFFECT ON OTHER STOCKHOLDERS SHALL
REQUIRE THE PRIOR WRITTEN CONSENT OF SUCH STOCKHOLDER(S).
NOTWITHSTANDING THE
FOREGOING, IF THE COMPANY SHALL ADMIT ANY NEW STOCKHOLDER AND THE BOARD SHALL
DETERMINE THAT THE BOARD SHOULD BE EXPANDED TO ALLOW FOR REPRESENTATION ON THE
BOARD BY SUCH NEW STOCKHOLDER, THIS AGREEMENT MAY BE AMENDED
14
BY THE WRITTEN AGREEMENT OF THE HOLDERS OF A MAJORITY OF THE THEN OUTSTANDING
SHARES TO PROVIDE FOR ONE OR MORE ADDITIONAL DIRECTORS (THE NUMBER OF SUCH
ADDITIONAL DIRECTORS TO BE REASONABLY PROPORTIONATE TO SUCH NEW STOCKHOLDER'S
PROPORTIONATE SHARE), WHICH DIRECTOR(S) SHALL BE DESIGNATED BY SUCH NEW
STOCKHOLDER.
(F)
REMEDIES.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE BREACH OF ANY
OF THE TERMS OF THIS AGREEMENT WILL CAUSE IRREPARABLE INJURY FOR WHICH AN
ADEQUATE REMEDY AT LAW IS NOT AVAILABLE.
ACCORDINGLY, IT IS AGREED THAT EACH
PARTY HERETO SHALL BE ENTITLED TO AN INJUNCTION, RESTRAINING ORDER OR OTHER
EQUITABLE RELIEF TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE
SPECIFICALLY THE TERMS AND PROVISIONS HEREOF