ONLY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY, EXECUTIVE
AND THE HOLDERS OF THE REQUIRED INTEREST (AS DEFINED IN THE SECURITYHOLDERS
AGREEMENT).
(N)
BUSINESS DAYS. IF ANY TIME PERIOD FOR GIVING NOTICE OR TAKING
ACTION HEREUNDER EXPIRES ON A DAY WHICH IS A SATURDAY, SUNDAY OR HOLIDAY IN THE
STATE IN WHICH THE COMPANY'S CHIEF EXECUTIVE OFFICE IS LOCATED, THE TIME PERIOD
SHALL BE AUTOMATICALLY EXTENDED TO THE BUSINESS DAY IMMEDIATELY FOLLOWING SUCH
SATURDAY, SUNDAY OR HOLIDAY.
(O)
SURVIVAL. ALL COVENANTS, REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN OR MADE IN WRITING BY ANY PARTY IN CONNECTION HEREWITH SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY. EXCEPT AS SET FORTH IN SECTION 10(A) ABOVE,
THIS AGREEMENT SHALL SURVIVE A SEPARATION AND SHALL REMAIN IN FULL FORCE AND
EFFECT AFTER SUCH SEPARATION.
(P)
ADJUSTMENTS OF NUMBERS. ALL NUMBERS SET FORTH HEREIN THAT REFER TO
UNIT PRICES OR AMOUNTS WILL BE APPROPRIATELY ADJUSTED TO REFLECT UNIT SPLITS,
UNIT DIVIDENDS, COMBINATIONS OF UNITS AND OTHER RECAPITALIZATIONS AFFECTING THE
SUBJECT CLASS OF EQUITY.
(Q)
DEEMED TRANSFER OF PURCHASED SECURITIES. IF, PURSUANT TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT, THE COMPANY (AND/OR THE INVESTORS AND/OR ANY
OTHER PERSON ACQUIRING SECURITIES) SHALL MAKE AVAILABLE, AT THE TIME AND PLACE
AND IN THE AMOUNT AND FORM PROVIDED IN THIS AGREEMENT, THE CONSIDERATION FOR THE
PURCHASED SECURITIES TO BE REPURCHASED IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT IN THE PROPER AMOUNT AS FINALLY DETERMINED IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT, THEN FROM AND AFTER SUCH TIME, THE PERSON FROM
WHOM SUCH UNITS ARE TO BE REPURCHASED SHALL NO LONGER HAVE ANY RIGHTS AS A
HOLDER OF SUCH UNITS (OTHER THAN THE RIGHT TO RECEIVE PAYMENT OF SUCH
CONSIDERATION IN ACCORDANCE WITH THIS AGREEMENT), AND SUCH UNITS SHALL BE DEEMED
PURCHASED IN ACCORDANCE WITH THE APPLICABLE PROVISIONS HEREOF AND THE COMPANY
(AND/OR THE INVESTORS AND/OR ANY OTHER PERSON ACQUIRING SECURITIES) SHALL BE
DEEMED THE OWNER AND HOLDER OF SUCH UNITS, WHETHER OR NOT THE CERTIFICATES
THEREFOR, IF ANY, HAVE BEEN DELIVERED AS REQUIRED BY THIS AGREEMENT.
16
(R)
RIGHTS GRANTED TO THE INVESTORS AND THEIR AFFILIATES. ANY RIGHTS
GRANTED TO EXECUTIVE OR TO THE INVESTORS AND THEIR RESPECTIVE AFFILIATES
HEREUNDER MAY ALSO BE EXERCISED (IN WHOLE OR IN PART) BY THEIR DESIGNEES.
(S)
SUBSIDIARY PUBLIC OFFERING. IF, AFTER CONSUMMATION OF A SUBSIDIARY
PUBLIC OFFERING, THE COMPANY DISTRIBUTES SECURITIES OF SUCH SUBSIDIARY TO
MEMBERS OF THE COMPANY, THEN SUCH SECURITIES WILL BE TREATED IN THE SAME MANNER
AS (BUT EXCLUDING ANY "PREFERRED" FEATURES OF THE UNITS WITH RESPECT TO WHICH
THEY WERE DISTRIBUTED) THE UNITS WITH RESPECT TO WHICH THEY WERE DISTRIBUTED FOR
PURPOSES OF SECTIONS 1, 2, 3, 4 AND 5 HEREOF.
(T)
ELECTRONIC DELIVERY. THIS AGREEMENT, THE AGREEMENTS REFERRED TO
HEREIN, AND EACH OTHER AGREEMENT OR INSTRUMENT ENTERED INTO IN CONNECTION
HEREWITH OR THEREWITH OR CONTEMPLATED HEREBY OR THEREBY, AND ANY AMENDMENTS
HERETO OR THERETO, TO THE EXTENT SIGNED AND DELIVERED BY MEANS OF A