PARTY WHICH IS NOT PRIOR
TO SUCH TRANSACTION AN AFFILIATE OF SELLER (WHETHER BY MERGER, CONSOLIDATION,
STOCK SWAP, SALE OF ASSETS OR SECURITIES, OR OTHERWISE), (C) BY SELLER OR ITS
SUBSIDIARIES IN ANY REGISTERED PUBLIC OFFERING, (D) UPON THE EXERCISE,
CONVERSION OR EXCHANGE OF OPTIONS, WARRANTS OR OTHER CONVERTIBLE SECURITIES, AND
(E) IN CONNECTION WITH ANY STOCK SPLIT, STOCK DIVIDEND PAID ON A PROPORTIONATE
BASIS TO ALL HOLDERS OF THE AFFECTED CLASS OF CAPITAL STOCK OR RECAPITALIZATION
APPROVED BY THE BOARD OF DIRECTORS.
11.
MISCELLANEOUS.
11.1
THIS AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES WITH
RESPECT TO ITS SUBJECT MATTER, IT SUPERSEDES ALL PRIOR AGREEMENTS BETWEEN THE
PARTIES, AND IT MAY NOT BE ALTERED EXCEPT BY WRITTEN AGREEMENT BY ALL PARTIES
HERETO.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES, THEIR HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
THIS
AGREEMENT IS NOT TRANSFERABLE OR ASSIGNABLE BY THE PARTIES.
11.2
THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF SELLER AND
BUYER CONTAINED HEREIN OR MADE PURSUANT TO THIS AGREEMENT WHICH BY THEIR TERMS
ARE INTENDED TO SURVIVE THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT.
11.3
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO ITS CONFLICTS OF LAW
PRINCIPLES.
ANY LEGAL PROCEEDINGS WITH RESPECT TO THIS AGREEMENT SHALL TAKE
PLACE SOLELY WITHIN THE COURTS LOCATED WITHIN THE COMMONWEALTH OF PENNSYLVANIA
AND ALL PARTIES HERETO CONSENT TO THE JURISDICTION OF SAID COURTS.
THE PARTIES
HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDINGS ARISING OUT
OF OR RELATED TO THIS AGREEMENT.
11.4
SELLER WILL PROVIDE TO THE BUYER AN ADVANCE COPY OF ANY PROPOSED
ANNOUNCEMENT TO BE MADE BY SELLER WITH RESPECT TO THIS AGREEMENT AND/OR THE
TRANSACTION CONTEMPLATED HEREBY AND BUYER SHALL HAVE THE RIGHT TO APPROVE ANY
INFORMATION CONTAINED THEREIN REGARDING BUYER, ITS AFFILIATES AND THE
TRANSACTIONS CONTEMPLATED HEREBY, WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED.
11.5
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, AND EACH
SUCH COUNTERPART WILL FOR ALL PURPOSES BE DEEMED AN ORIGINAL, AND ALL SUCH
COUNTERPARTS SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
11.6
THE SECTION AND SUBSECTION HEADINGS CONTAINED IN THIS AGREEMENT ARE
INCLUDED FOR CONVENIENCE ONLY AND FORM NO PART OF THE AGREEMENT BETWEEN THE
PARTIES.
8
11.7
IF FOR ANY REASON ANY PROVISION HEREIN IS DETERMINED TO BE INVALID, SUCH
INVALIDITY SHALL NOT IMPAIR OR OTHERWISE AFFECT THE VALIDITY OF THE OTHER
PROVISIONS OF THIS AGREEMENT.
MOREOVER, THE PARTIES AGREE TO REPLACE SUCH
INVALID PROVISION WITH A SUBSTITUTE PROVISION THAT WILL SATISFY THE INTENT OF
THE PARTIES.
11.8
PARAGRAPH TITLES HEREIN ARE FOR DESCRIPTION PURPOSES ONLY AND SHALL NOT
CONTROL OR ALTER THE MEANING OF THE PROVISIONS OF THIS AGREEMENT AS SET FORTH IN
THE TEXT.
9
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals as of
the day