AS A CONDITION OF ANY
SUCH TRANSACTION.
8.2
NO INCONSISTENT AGREEMENTS. THE COMPANY SHALL NOT ENTER INTO ANY
AGREEMENT WITH RESPECT TO ITS SECURITIES THAT IS INCONSISTENT WITH THE RIGHTS
GRANTED TO THE DESIGNATED HOLDERS IN THIS AGREEMENT OR GRANT ANY ADDITIONAL
REGISTRATION RIGHTS TO ANY PERSON OR WITH RESPECT TO ANY SECURITIES WHICH ARE
NOT REGISTRABLE SECURITIES WHICH ARE PRIOR IN RIGHT TO OR INCONSISTENT WITH THE
RIGHTS GRANTED IN THIS AGREEMENT, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF A
MAJORITY IN INTEREST. NO HOLDER OF THE SECURITIES OF THE COMPANY HAS THE RIGHT
TO REGISTER SECURITIES OF THE COMPANY ON THE INITIAL OR ANY SUBSEQUENT SHELF
REGISTRATION STATEMENT.
8.3
REMEDIES. THE DESIGNATED HOLDERS, IN ADDITION TO BEING ENTITLED TO
EXERCISE ALL RIGHTS GRANTED BY LAW, INCLUDING RECOVERY OF DAMAGES, SHALL BE
ENTITLED TO SPECIFIC PERFORMANCE OF THEIR RIGHTS UNDER THIS AGREEMENT. THE
COMPANY AGREES THAT MONETARY DAMAGES (INCLUDING THOSE SPECIFIED IN SECTION 3.3)
WOULD NOT BE ADEQUATE COMPENSATION FOR ANY LOSS INCURRED BY REASON OF A BREACH
BY IT OF THE PROVISIONS OF THIS AGREEMENT AND HEREBY AGREES TO WAIVE IN ANY
ACTION FOR SPECIFIC PERFORMANCE THE DEFENSE THAT A REMEDY AT LAW WOULD BE
ADEQUATE.
8.4
NOTICES. ALL NOTICES, DEMANDS AND OTHER COMMUNICATIONS PROVIDED
FOR OR PERMITTED HEREUNDER SHALL BE MADE IN THE MANNER PROVIDED FOR UNDER THE
PURCHASE AGREEMENT.
8.5
SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE SUCCESSORS AND PERMITTED
ASSIGNS OF THE PARTIES HERETO AS HEREINAFTER PROVIDED. THE RIGHTS OF THE
DESIGNATED HOLDERS CONTAINED IN THIS AGREEMENT SHALL BE AUTOMATICALLY
TRANSFERRED TO THE TRANSFEREE OF ANY REGISTRABLE SECURITY, PROVIDED, THAT (I)
SUCH TRANSFEREE AGREES TO BECOME A PARTY TO THIS AGREEMENT AND BE FULLY BOUND
BY, AND SUBJECT TO, ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT AS THOUGH
AN ORIGINAL PARTY HERETO; (II) THE COMPANY IS, WITHIN A REASONABLE TIME AFTER
SUCH TRANSFER, FURNISHED WITH WRITTEN NOTICE OF (A) THE NAME AND ADDRESS OF SUCH
TRANSFEREE, AND (B) THE SECURITIES WITH RESPECT TO WHICH SUCH REGISTRATION
RIGHTS ARE BEING TRANSFERRED; (III) IMMEDIATELY FOLLOWING SUCH TRANSFER THE
FURTHER DISPOSITION OF SUCH SECURITIES BY THE TRANSFEREE IS RESTRICTED UNDER THE
SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS IF SO REQUIRED; AND (IV) SUCH
TRANSFER SHALL HAVE BEEN CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND
STATE SECURITIES LAWS. ALL OF THE OBLIGATIONS OF THE COMPANY HEREUNDER SHALL
SURVIVE ANY SUCH TRANSFER. EXCEPT AS PROVIDED IN ARTICLE VI, NO PERSON OTHER
THAN THE PARTIES HERETO AND THEIR SUCCESSORS AND PERMITTED ASSIGNS ARE INTENDED
TO BE A BENEFICIARY OF THIS AGREEMENT.
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8.6
AMENDMENTS AND WAIVERS. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE
PROVISIONS OF THIS AGREEMENT MAY NOT BE AMENDED, MODIFIED OR SUPPLEMENTED, AND
WAIVERS OR CONSENTS TO DEPARTURES FROM THE PROVISIONS HEREOF MAY NOT BE GIVEN
UNLESS CONSENTED TO IN WRITING BY (I) THE COMPANY AND (II) THE DESIGNATED
HOLDERS HOLDING AT LEAST 66.7% OF THE THEN-OUTSTANDING REGISTRABLE SECURITIES;
PROVIDED, THAT IF ANY