BY ANY PARTY, IN WHOLE OR IN PART (WHETHER BY OPERATION OF
LAW, STOCK SALE, MERGER, CONSOLIDATION OR OTHERWISE, EXCEPT IN THE CASE OF THE
COMPANY), WITHOUT THE PRIOR WRITTEN CONSENT OF THE PARTIES, AND ANY ATTEMPT TO
MAKE SUCH ASSIGNMENT WITHOUT SUCH WRITTEN CONSENT SHALL BE NULL AND VOID.
NOTWITHSTANDING THE FOREGOING, A PARTY MAY ASSIGN ITS RIGHTS, INTERESTS AND
OBLIGATIONS HEREUNDER TO A TRANSFEREE OF SHARES HEREUNDER WITHOUT OBTAINING THE
PRIOR WRITTEN CONSENT OF THE PARTIES SOLELY IN CONNECTION WITH TRANSFERS OF
SHARES MADE IN COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT AND, IN THE CASE
OF PARTIES OTHER THAN THE MANAGEMENT STOCKHOLDERS, OF THE AMC STOCKHOLDERS
AGREEMENT.
EACH JPMP/APOLLO INVESTOR AND BCS INVESTOR SHALL REQUIRE THAT ANY OF
ITS PERMITTED TRANSFEREES EXPRESSLY ASSUME AND AGREE IN WRITING TO BE BOUND BY
THIS AGREEMENT AND TO PERFORM SUCH INVESTOR'S OBLIGATIONS UNDER THIS AGREEMENT
IN THE SAME MANNER AND TO THE SAME EXTENT THAT SUCH INVESTOR WOULD HAVE BEEN
REQUIRED TO PERFORM SUCH OBLIGATIONS HAD NO SUCCESSION OR ASSIGNMENT TAKEN
PLACE.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES HERETO AND THEIR RESPECTIVE LEGAL REPRESENTATIVES, HEIRS, LEGATEES,
SUCCESSORS AND PERMITTED ASSIGNS AND SHALL ALSO APPLY TO ANY RESTRICTED SHARES
AND EMPLOYEE OPTIONS ACQUIRED BY ANY MANAGEMENT STOCKHOLDER AFTER THE DATE
HEREOF.
(C)
SPECIFIC PERFORMANCE, ETC.
EACH PARTY, IN
ADDITION TO BEING ENTITLED TO EXERCISE ALL RIGHTS PROVIDED HEREIN OR GRANTED BY
LAW, INCLUDING RECOVERY OF DAMAGES, SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF
EACH OTHER PARTY'S OBLIGATIONS UNDER THIS AGREEMENT.
EACH PARTY AGREES THAT
MONETARY DAMAGES WOULD NOT BE ADEQUATE COMPENSATION FOR ANY LOSS INCURRED BY
REASON OF A BREACH BY ANY OF THEM OF THE PROVISIONS OF THIS AGREEMENT AND EACH
PARTY HEREBY AGREES TO WAIVE THE DEFENSE IN ANY ACTION FOR SPECIFIC PERFORMANCE
THAT A REMEDY AT LAW WOULD BE ADEQUATE.
(D)
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE LAW
OF CONFLICTS, OF THE STATE OF DELAWARE.
24
(E)
VOTING AGREEMENT.
PRIOR TO THE EARLIEST TO
OCCUR OF (I) THE FIVE YEAR ANNIVERSARY OF THE EFFECTIVE TIME, AND (II) THE
INITIAL PUBLIC OFFERING, AS TO ANY MATTER OR ACTION THAT REQUIRES A VOTE OR
WRITTEN CONSENT OF THE STOCKHOLDERS OF THE COMPANY, WHETHER BY LAW OR PURSUANT
TO ANY AGREEMENT, ON WHICH ANY MANAGEMENT STOCKHOLDER IS ENTITLED TO VOTE, AND
FOR SO LONG AS THERE IS AT LEAST ONE PRINCIPAL INVESTOR, EACH SUCH MANAGEMENT
STOCKHOLDER AGREES TO VOTE SUCH MANAGEMENT STOCKHOLDER'S RESTRICTED SHARES, OR
TO PROVIDE SUCH MANAGEMENT STOCKHOLDER'S WRITTEN CONSENT, IN FAVOR OF SUCH
MATTER OR ACTION WITH RESPECT TO THAT NUMBER OF RESTRICTED SHARES THAT MANAGER
STOCKHOLDER IS ENTITLED TO VOTE OR PROVIDE CONSENT IN RESPECT OF AS IS EQUAL TO
THE SAME PROPORTION OF SHARES RESPECTIVELY HELD BY THE PRINCIPAL INVESTORS THAT
ARE VOTED IN FAVOR OF SUCH MATTER OR ACTION; PROVIDED, THAT NO MANAGEMENT
STOCKHOLDER SHALL BE REQUIRED TO VOTE IN FAVOR OF, OR