SUBSIDIARY OF THE COMPANY.
EACH SHAREHOLDER SIGNS SOLELY IN SUCH SHAREHOLDER'S
CAPACITY AS THE BENEFICIAL OWNER OF SUCH SHAREHOLDER'S SHARES AND NOTHING HEREIN
SHALL LIMIT OR AFFECT ANY ACTIONS TAKEN BY A SHAREHOLDER IN SUCH SHAREHOLDER'S
CAPACITY AS AN OFFICER OR DIRECTOR OF THE COMPANY OR ANY SUBSIDIARY OF THE
COMPANY TO THE EXTENT SPECIFICALLY PERMITTED BY THE MERGER AGREEMENT (INCLUDING
SECTION 6.1 OF THE MERGER AGREEMENT).
EACH SHAREHOLDER AGREES NOT TO TAKE ANY
ACTION THAT WILL VIOLATE SECTION 6.1 OF THE MERGER AGREEMENT.
SECTION 25.
ENFORCEMENT.
EACH SHAREHOLDER
AND THE COMPANY ACKNOWLEDGE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT
THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE
WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED BY ANY SHAREHOLDER OR THE
COMPANY.
IT IS ACCORDINGLY AGREED THAT PARENT AND PURCHASER WILL BE ENTITLED TO
AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO
ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF IN ANY COURT OF THE UNITED
STATES OR ANY STATE HAVING JURISDICTION, THIS BEING IN ADDITION TO ANY OTHER
REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.
EACH SHAREHOLDER AND THE
COMPANY FURTHER AGREE TO WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF
ANY BOND IN CONNECTION WITH THE OBTAINING OF ANY SUCH INJUNCTIVE OR OTHER
EQUITABLE RELIEF.
THE PROVISIONS OF THIS PARAGRAPH ARE WITHOUT PREJUDICE TO ANY
OTHER RIGHTS THAT ANOTHER PARTY HERETO MAY HAVE AGAINST ANOTHER PARTY HERETO FOR
ANY FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
IN ADDITION, EACH
SHAREHOLDER HERETO (I) CONSENTS TO SUBMIT TO THE PERSONAL JURISDICTION OF THE
UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA AND, IN
THE ABSENCE OF FEDERAL JURISDICTION, THE STATE COURTS LOCATED IN PHILADELPHIA
COUNTY IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY, (II) AGREES NOT TO ATTEMPT TO DENY OR DEFEAT
SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH
COURT, (III) AGREES NOT TO BRING ANY ACTION RELATING TO THIS AGREEMENT OR ANY OF
THE
13
TRANSACTIONS CONTEMPLATED HEREBY IN ANY COURT OTHER THAN THE COURTS SPECIFIED IN
CLAUSE (I) ABOVE AND (IV) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY
CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS.
IN FURTHERANCE OF THE FOREGOING, EACH SHAREHOLDER AND THE COMPANY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF
VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS SPECIFIED IN CLAUSE (I) ABOVE,
AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
THE
COMPANY AND EACH SHAREHOLDER HEREBY DESIGNATES, APPOINTS AND EMPOWERS THE
COMPANY AS THEIR TRUE AND LAWFUL AGENT AND ATTORNEY IN-FACT IN THEIR NAME,