WITH, BE EMPLOYED BY, FURNISH SERVICES TO, OPERATE OR CONTROL
ANY BUSINESS, VENTURE OR ACTIVITY THAT IS DIRECTLY OR INDIRECTLY COMPETITIVE
WITH BUSINESS, PROVIDED, HOWEVER, THAT ANY JOINT VENTURE AMONG PURCHASER AND ANY
OR ALL OF THE SELLERS SHALL NOT BE VIOLATION HEREOF.
9.2.
NONSOLICITATION.
AS A MATERIAL INDUCEMENT FOR PURCHASER TO
ENTER INTO THIS AGREEMENT, EACH OF THE SELLERS HEREBY AGREE THAT NONE OF THEM
NOR ANY OF THEIR AFFILIATES OR SUBSIDIARIES SHALL, DURING THE RESTRICTED PERIOD,
DIRECTLY OR INDIRECTLY, TAKE ANY ACTION THAT IS INTENDED TO, OR COULD REASONABLY
BE EXPECTED TO, RESULT IN ANY CUSTOMER, EMPLOYEE OR VENDOR OF THE PURCHASER OR
OF THE BUSINESS FROM DISCONTINUING OR LIMITING ITS AFFILIATION WITH PURCHASER OR
THE BUSINESS.
10.
TERMINATION.
10.1.
METHODS OF TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AND THE
TRANSACTIONS CONTEMPLATED HEREBY MAY BE ABANDONED AT ANY TIME PRIOR TO THE
CLOSING:
(A)
BY THE MUTUAL WRITTEN CONSENT OF PURCHASER AND THE SELLERS;
(B)
BY PURCHASER OR BY SELLERS IF ANY GOVERNMENTAL AUTHORITY SHALL
HAVE ISSUED AN ORDER, DECREE OR RULING OR TAKEN ANY OTHER ACTION, WHICH SUCH
ORDER, DECREE, RULING OR ACTION HAS BECOME FINAL AND NONAPPEALABLE AND WHICH HAS
THE EFFECT OF PERMANENTLY RESTRAINING, ENJOINING OR OTHERWISE PROHIBITING THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT;
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(C)
BY SELLERS, SUBJECT TO COMPLYING WITH THE TERMS OF THIS
AGREEMENT, UPON THE DECISION BY THE BOARD OF DIRECTORS OF ANY SELLER TO ENTER
INTO AN AGREEMENT CONCERNING A TRANSACTION THAT CONSTITUTES A SUPERIOR PROPOSAL,
IF SUCH SELLER NOTIFIES PURCHASER IN WRITING THAT IT INTENDS TO ENTER INTO SUCH
AN AGREEMENT;
(D)
BY PURCHASER IF THE STOCKHOLDER APPROVALS HAVE NOT BEEN
OBTAINED ON OR BEFORE FEBRUARY 28, 2010;
(E)
UPON WRITTEN NOTICE TO THE OTHER PARTY BY PURCHASER OR ANY
SELLER, IF THE CLOSING HAS NOT OCCURRED ON OR BEFORE FEBRUARY 28, 2010 AND THIS
AGREEMENT HAS NOT PREVIOUSLY BEEN TERMINATED, PROVIDED, HOWEVER THAT THE RIGHT
TO TERMINATE THE AGREEMENT UNDER THIS SECTION 10.1(E) SHALL NOT BE AVAILABLE TO
ANY PARTY IF THE FAILURE OF SUCH PARTY TO FULFILL ANY OF ITS OBLIGATIONS UNDER
THIS AGREEMENT HAS BEEN THE CAUSE OF, OR RESULTED IN, THE FAILURE OF THE CLOSING
TO OCCUR ON OR BEFORE SUCH DATE.
10.2.
PROCEDURE UPON TERMINATION.
IN THE EVENT OF TERMINATION OF THIS
AGREEMENT BY THE SELLERS OR PURCHASER, WRITTEN NOTICE THEREOF SHALL PROMPTLY BE
GIVEN TO THE OTHER PARTIES AND THIS AGREEMENT SHALL TERMINATE AND THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE ABANDONED, WITHOUT FURTHER ACTION BY
ANY PARTY TO THIS AGREEMENT.
IF THIS AGREEMENT IS SO TERMINATED, NO PARTY TO
THIS AGREEMENT SHALL HAVE ANY RIGHT OR CLAIM AGAINST ANOTHER PARTY ON ACCOUNT OF
SUCH TERMINATION UNLESS THIS AGREEMENT IS TERMINATED BY A PARTY ON ACCOUNT OF
THE BREACH OF ANY REPRESENTATION, WARRANTY, TERM OR COVENANT HEREIN BY THE OTHER
PARTY OR PARTIES IN WHICH EVENT THE NON-BREACHING PARTY SHALL HAVE ALL RIGHTS
AND REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY.
10.3.
BREAKUP FEE.
CONTEMPORANEOUSLY WITH THE CLOSING OF A TRANSACTION