AND ITS AFFILIATES (COLLECTIVELY,
THE "WITHDRAWING HOLDERS")), BY WRITTEN NOTICE TO THE OTHER PARTIES HERETO, TO
WITHDRAW FROM THIS AGREEMENT AND THEREBY TERMINATE THIS AGREEMENT AS TO THE
WITHDRAWING HOLDERS.
FROM THE DATE OF DELIVERY OF SUCH WITHDRAWAL NOTICE, THE
WITHDRAWING HOLDERS SHALL CEASE TO BE PARTIES TO THIS AGREEMENT AND SHALL NO
LONGER BE SUBJECT TO THE OBLIGATIONS OF THIS AGREEMENT OR HAVE RIGHTS UNDER THIS
AGREEMENT, AND THE SHARES OR OTHER HOLDER SHARES HELD BY THE WITHDRAWING HOLDERS
SHALL CONCLUSIVELY BE DEEMED THEREAFTER NOT TO BE SHARES OR OTHER HOLDER SHARES,
AS THE CASE MAY BE, UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT SUCH
WITHDRAWING HOLDERS, IF THEY CONSTITUTE AN INVESTOR GROUP, SHALL CAUSE THE
RESIGNATION OF ANY INVESTOR DIRECTORS DESIGNATED BY SUCH INVESTOR GROUP;
PROVIDED, FURTHER, THAT THE WITHDRAWING HOLDERS SHALL NONETHELESS BE OBLIGATED
UNDER SECTION 6.3.4 WITH RESPECT TO ANY PENDING UNDERWRITTEN OFFERING TO THE
SAME EXTENT THAT THEY WOULD HAVE BEEN OBLIGATED IF THEY HAD NOT WITHDRAWN; AND
PROVIDED, FURTHER, THAT THE RIGHTS AND OBLIGATIONS OF SUCH WITHDRAWING HOLDERS
UNDER SECTION 6.4 SHALL SURVIVE SUCH WITHDRAWAL.
10.4.
EFFECT OF TERMINATION.
NO TERMINATION UNDER THIS AGREEMENT SHALL
RELIEVE ANY PERSON OF LIABILITY FOR BREACH PRIOR TO TERMINATION.
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11.
DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT:
11.1.
CERTAIN MATTERS OF CONSTRUCTION.
IN ADDITION TO THE DEFINITIONS
REFERRED TO OR SET FORTH BELOW IN THIS SECTION 11:
(I)
THE WORDS "HEREOF", "HEREIN", "HEREUNDER" AND WORDS OF SIMILAR
IMPORT SHALL REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
SECTION OR PROVISION OF THIS AGREEMENT, AND REFERENCE TO A PARTICULAR SECTION OF
THIS AGREEMENT SHALL INCLUDE ALL SUBSECTIONS THEREOF;
(II)
THE WORD "INCLUDING" SHALL MEAN INCLUDING, WITHOUT LIMITATION;
(III)
DEFINITIONS SHALL BE EQUALLY APPLICABLE TO BOTH NOUNS AND VERBS
AND THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED; AND
(IV)
THE MASCULINE, FEMININE AND NEUTER GENDERS SHALL EACH INCLUDE THE
OTHER.
11.2.
DEFINITIONS.
THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING
MEANINGS:
"Acquisition" shall have the meaning set forth in the Recitals.
"Acquisition Agreement" shall have the meaning set forth in the Recitals.
"Acquisition Shares" shall mean: (a) for purposes of Section 4.6, all shares of
Stock held by (i) the members of any Investor Group or (ii) their respective
Permitted Transferees; and (b) for all other purposes, all Shares held by (i)
the members of any Investor Group or (ii) their respective Permitted
Transferees.
"Adverse Claim" shall have the meaning set forth in Section 8-102 of the
applicable Uniform Commercial Code.
"Affiliate" shall mean, with respect to any specified Person, (a) any other
Person which directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person (for
the purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies