SECTION 9(B), IF ANY
HOLDER OF REGISTRABLE SECURITIES DISAPPROVES OF THE TERMS OF THE UNDERWRITING,
SUCH HOLDER MAY ELECT TO WITHDRAW ALL ITS REGISTRABLE SECURITIES BY WRITTEN
NOTICE TO THE COMPANY, THE MANAGING UNDERWRITER AND THE OTHER HOLDERS
PARTICIPATING IN SUCH REGISTRATION.
THE SECURITIES SO WITHDRAWN SHALL ALSO BE
WITHDRAWN FROM REGISTRATION.
15.
MISCELLANEOUS.
(A)
SPECIFIC PERFORMANCE.
THE PARTIES HERETO
AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT ANY PROVISION OF THE
AGREEMENT WAS NOT PERFORMED IN ACCORDANCE WITH THE TERMS HEREOF AND THAT THE
PARTIES HERETO SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF THE TERMS HEREOF, IN
ADDITION TO ANY OTHER REMEDY AT LAW OR IN EQUITY.
(B)
AMENDMENTS; WAIVERS.
(I)
THIS AGREEMENT
MAY BE AMENDED, MODIFIED OR SUPPLEMENTED BY A WRITTEN INSTRUMENT SIGNED BY THE
COMPANY AND A MAJORITY IN INTEREST OF THE NEW HOLDERS; PROVIDED, HOWEVER, THAT
NO AMENDMENT, MODIFICATION OR SUPPLEMENT MAY MATERIALLY AND ADVERSELY AFFECT ANY
OTHER HOLDER WITHOUT SUCH HOLDER'S WRITTEN CONSENT.
THE COMPANY SHALL NOTIFY
ALL HOLDERS PROMPTLY AFTER ANY SUCH AMENDMENT, MODIFICATION OR SUPPLEMENT SHALL
HAVE TAKEN EFFECT.
(II)
NO FAILURE OR DELAY BY ANY PARTY IN
EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER (OTHER THAN A FAILURE OR
DELAY BEYOND A PERIOD OF TIME SPECIFIED HEREIN) SHALL OPERATE AS A WAIVER
THEREOF AND NO SINGLE OR PARTIAL EXERCISE THEREOF SHALL PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
(C)
NOTICE GENERALLY.
ALL NOTICES, REQUEST,
CLAIMS, DEMANDS AND OTHER COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL
BE GIVEN (AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN UPON RECEIPT) BY DELIVERY
IN PERSON, BY COURIER SERVICE, BY FAX OR BY REGISTERED OR CERTIFIED MAIL
(POSTAGE PREPAID, RETURN RECEIPT REQUESTED) TO THE RESPECTIVE PARTIES AT THE
FOLLOWING ADDRESSES:
15
(I)
IF TO ANY HOLDER, AT ITS LAST KNOWN
ADDRESS APPEARING ON THE BOOKS OF THE COMPANY MAINTAINED FOR SUCH PURPOSE.
(II)
IF TO THE COMPANY, AT:
Aegis Communications Group, Inc.
7880 Bent Branch Drive
Suite 150
Irving, Texas
75063
Attn:
Herman M. Schwarz
Facsimile:
(678) 433-6502
with a copy to:
Hughes & Luce, LLP
1717 Main Street
Suite 2800
Dallas, Texas
75201
Attn:
David G. Luther
Facsimile:
(214) 939-5849
or at such other address as may be substituted by notice given as herein
provided.
(D)
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 REGISTRATION RIGHTS OF ANY HOLDER WITH RESPECT TO ANY REGISTRABLE
SECURITIES SHALL BE TRANSFERRED TO ANY PERSON WHO IS THE TRANSFEREE OF SUCH
REGISTRABLE SECURITIES.
ALL OF THE OBLIGATIONS OF THE COMPANY HEREUNDER SHALL
SURVIVE ANY SUCH TRANSFER.
EXCEPT AS PROVIDED IN SECTIONS 3, 4 AND 10, NO
PERSON OTHER THAN THE PARTIES HERETO AND THEIR SUCCESSORS AND PERMITTED ASSIGNS
IS INTENDED TO BE A BENEFICIARY OF THIS AGREEMENT.
(E)
HEADINGS.
THE HEADINGS AND SUBHEADINGS IN
THIS AGREEMENT ARE INCLUDED FOR CONVENIENCE AND IDENTIFICATION ONLY