AGREEMENT; ASSIGNMENT.
THIS AGREEMENT (INCLUDING THE COMPANY DISCLOSURE SCHEDULE), THE TENDER AND
OPTION AGREEMENT, THE TOP-UP OPTION AGREEMENT AND, TO THE EXTENT CONTEMPLATED IN
SECTION 6.3, THE CONFIDENTIALITY AGREEMENT, (A) CONSTITUTE THE ENTIRE AGREEMENT
AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL
OTHER PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, AMONG THE
PARTIES OR ANY OF THEM WITH RESPECT TO THE SUBJECT MATTER HEREOF AND (B) SHALL
NOT BE ASSIGNED BY OPERATION OF LAW OR OTHERWISE, PROVIDED THAT PARENT OR
PURCHASER MAY ASSIGN ANY OF THEIR RIGHTS AND OBLIGATIONS TO ANY DIRECT OR
INDIRECT WHOLLY OWNED SUBSIDIARY OF PARENT, BUT NO SUCH ASSIGNMENT SHALL RELIEVE
PARENT OR PURCHASER OF ITS OBLIGATIONS HEREUNDER.
ANY OF PARENT, PURCHASER OR
ANY DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARY OF PARENT MAY PURCHASE SHARES OF
COMPANY COMMON STOCK UNDER THE OFFER.
ANY ATTEMPTED ASSIGNMENT IN VIOLATION OF
THIS SECTION 9.2 SHALL BE VOID.
SUBJECT TO THE PRECEDING SENTENCES, THIS
AGREEMENT WILL BE BINDING UPON, INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY,
THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 9.3.
ENFORCEMENT OF THE AGREEMENT.
THE COMPANY AGREES THAT IRREPARABLE DAMAGE COULD OCCUR TO PARENT AND PURCHASER
IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED BY
THE COMPANY IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT PARENT AND PURCHASER SHALL BE ENTITLED TO SEEK AN
INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE
SPECIFICALLY THE TERMS AND PROVISIONS HEREOF, THIS BEING IN ADDITION TO ANY
OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY INCLUDING THOSE SET
FORTH IN SECTION 8.3 OF THIS AGREEMENT.
THE COMPANY FURTHER AGREES TO WAIVE ANY
REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH OBTAINING
ANY SUCH INJUNCTION OR OTHER EQUITABLE RELIEF.
SECTION 9.4.
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
SO LONG AS THE ECONOMIC AND LEGAL SUBSTANCE OF THE TRANSACTIONS IS NOT AFFECTED
IN ANY MANNER MATERIALLY ADVERSE TO ANY PARTY.
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 IN AN
ACCEPTABLE MANNER TO THE END THAT THE TRANSACTIONS CONTEMPLATED HEREBY ARE
FULFILLED TO THE EXTENT POSSIBLE.
THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISIONS OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND
EFFECT.
SECTION 9.5.
NOTICES.
ALL NOTICES AND OTHER
COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN
DULY GIVEN UPON RECEIPT IF DELIVERED PERSONALLY,