BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
IN THE CASE OF A TRANSFEREE
PERMITTED UNDER SECTION 2(A) OR SECTION 3 (OTHER THAN CLAUSES (C) OR (D)
THEREOF) HEREOF, SUCH TRANSFEREE SHALL BE DEEMED THE MANAGEMENT STOCKHOLDER
HEREUNDER; PROVIDED, HOWEVER, THAT NO TRANSFEREE (INCLUDING WITHOUT LIMITATION,
TRANSFEREES REFERRED TO IN SECTION 2(A) OR SECTION 3 HEREOF) SHALL DERIVE ANY
RIGHTS UNDER THIS AGREEMENT UNLESS AND UNTIL SUCH TRANSFEREE HAS DELIVERED TO
THE COMPANY A VALID UNDERTAKING AND BECOMES BOUND BY THE TERMS OF THIS
AGREEMENT.
17.
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED ONLY BY A WRITTEN
INSTRUMENT SIGNED BY THE PARTIES HERETO.
18.
CLOSING.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE CLOSING OF EACH
PURCHASE AND SALE OF SHARES OF STOCK PURSUANT TO THIS AGREEMENT SHALL TAKE PLACE
AT THE PRINCIPAL OFFICE OF THE COMPANY ON THE TENTH BUSINESS DAY FOLLOWING
DELIVERY OF THE NOTICE BY EITHER PARTY TO THE OTHER OF ITS EXERCISE OF THE RIGHT
TO PURCHASE OR SELL SUCH STOCK HEREUNDER.
19.
APPLICABLE LAW; JURISDICTION; ARBITRATION; LEGAL FEES.
(A)
THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED
AND TO BE PERFORMED ENTIRELY IN SUCH STATE SHALL GOVERN THE INTERPRETATION,
VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT.
(B)
IN THE EVENT OF ANY CONTROVERSY AMONG THE PARTIES HERETO ARISING
OUT OF, OR RELATING TO, THIS AGREEMENT WHICH CANNOT BE SETTLED AMICABLY BY THE
PARTIES, SUCH CONTROVERSY SHALL BE FINALLY, EXCLUSIVELY AND CONCLUSIVELY SETTLED
BY MANDATORY ARBITRATION
19
CONDUCTED EXPEDITIOUSLY IN ACCORDANCE WITH THE AMERICAN ARBITRATION ASSOCIATION
RULES BY A SINGLE INDEPENDENT ARBITRATOR.
SUCH ARBITRATION PROCESS SHALL TAKE
PLACE WITHIN 100 MILES OF THE NEW YORK CITY METROPOLITAN AREA.
THE DECISION OF
THE ARBITRATOR SHALL BE FINAL AND BINDING UPON ALL PARTIES HERETO AND SHALL BE
RENDERED PURSUANT TO A WRITTEN DECISION, WHICH CONTAINS A DETAILED RECITAL OF
THE ARBITRATOR'S REASONING.
JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN
ANY COURT HAVING JURISDICTION THEREOF.
(C)
NOTWITHSTANDING THE FOREGOING, THE MANAGEMENT STOCKHOLDER
ACKNOWLEDGES AND AGREES THAT THE COMPANY, ITS SUBSIDIARIES, THE INVESTORS AND
ANY OF THEIR RESPECTIVE RULE 405 AFFILIATES SHALL BE ENTITLED TO INJUNCTIVE OR
OTHER RELIEF IN ORDER TO ENFORCE THE COVENANT NOT TO COMPETE, COVENANT NOT TO
SOLICIT AND/OR CONFIDENTIALITY COVENANTS AS SET FORTH IN SECTION 24(A) OF THIS
AGREEMENT.
(D)
IN THE EVENT OF ANY ARBITRATION OR OTHER DISPUTES WITH REGARD TO
THIS AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT REFERRED TO HEREIN, EACH PARTY
SHALL PAY ITS OWN LEGAL FEES AND EXPENSES, UNLESS OTHERWISE DETERMINED BY THE
ARBITRATOR.
20.
ASSIGNABILITY OF CERTAIN RIGHTS BY THE COMPANY.
THE COMPANY SHALL
HAVE THE RIGHT TO ASSIGN ANY OR ALL OF ITS RIGHTS OR OBLIGATIONS TO PURCHASE
SHARES OF STOCK PURSUANT TO SECTIONS 4, 5 AND 6 HEREOF.
21.
MISCELLANEOUS.
(A)
IN THIS AGREEMENT ALL REFERENCES TO "DOLLARS" OR "$" ARE TO UNITED
STATES DOLLARS AND THE MASCULINE PRONOUN SHALL INCLUDE THE FEMININE AND NEUTER,
AND THE SINGULAR THE PLURAL, WHERE THE CONTEXT SO INDICATES
(B)