OF THE COMPANY.
IF
THE COMPANY IS A PARTY TO ANY MERGER, AMALGAMATION, OR CONSOLIDATION PURSUANT TO
WHICH THE REGISTRABLE SECURITIES ARE CONVERTED INTO OR EXCHANGED FOR SECURITIES
OR THE RIGHT TO RECEIVE SECURITIES OF ANY OTHER PERSON ("CONVERSION
SECURITIES"), THE ISSUER OF SUCH CONVERSION SECURITIES SHALL ASSUME (IN A
WRITING DELIVERED TO ALL HOLDERS) ALL OBLIGATIONS OF THE COMPANY HEREUNDER. THE
COMPANY WILL NOT EFFECT ANY MERGER, AMALGAMATION, OR CONSOLIDATION DESCRIBED IN
THE IMMEDIATELY PRECEDING SENTENCE UNLESS THE ISSUER OF THE CONVERSION
SECURITIES COMPLIES WITH THIS SECTION 9(F).
(G)
SUCCESSORS AND ASSIGNS.
SUBJECT TO THE TERMS AND CONDITIONS
OF THE STOCKHOLDERS AGREEMENT DATED AS OF THE DATE HEREOF AMONG QDRF, POI
ACQUISITION AND THE COMPANY (THE "STOCKHOLDERS AGREEMENT"), ANY LAWFUL
TRANSFEREE (OTHER THAN PURSUANT TO AN OFFERING REGISTERED UNDER THE SECURITIES
ACT OR A SALE TO THE PUBLIC THROUGH A BROKER, DEALER OR MARKET MAKER IN
COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE THEN IN
FORCE)) OF ALL OR A PORTION OF THE REGISTRABLE SECURITIES SHALL BECOME A HOLDER
HEREUNDER TO THE EXTENT IT AGREES IN WRITING TO BE BOUND BY ALL OF THE
PROVISIONS APPLICABLE HEREUNDER TO THE TRANSFERRING HOLDER (SUCH ACKNOWLEDGMENT
BEING EVIDENCED BY EXECUTION AND DELIVERY TO THE COMPANY OF A COUNTERPART AND
ACKNOWLEDGMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT A).
16
Subject to the requirements of this Section 9(g), this Agreement shall inure to
the benefit of and be binding upon the successors and permitted assigns of the
parties hereto.
(H)
PAII.
QDRF AND POI ACQUISITION AGREE TO CAUSE PAII TO
COMPLY WITH THE PROVISIONS OF THIS AGREEMENT AS IF IT WERE A HOLDER AND A PARTY
HERETO.
(I)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
(J)
TITLES AND SUBTITLES.
THE TITLES OF THE SECTIONS AND
SUBSECTIONS OF THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT
TO BE CONSIDERED IN CONSTRUING THIS AGREEMENT.
(K)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED IN ALL
RESPECTS BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS
OF LAW PRINCIPLES.
(L)
SEPARABILITY.
IN CASE ANY PROVISION OF THIS AGREEMENT
SHALL BE INVALID, ILLEGAL OR UNENFORCEABLE, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR
IMPAIRED THEREBY.
(M)
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE OTHER DOCUMENTS
DELIVERED PURSUANT HERETO AND THE STOCKHOLDERS AGREEMENT CONSTITUTE THE FULL AND
ENTIRE UNDERSTANDING AND AGREEMENT AMONG THE PARTIES WITH REGARD TO THE SUBJECTS
THERETO AND NO PARTY SHALL BE LIABLE OR BOUND TO ANY OTHER IN ANY MANNER BY ANY
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS EXCEPT AS SPECIFICALLY SET
FORTH HEREIN AND THEREIN.
(N)
NO INCONSISTENT AGREEMENTS.
THE RIGHTS GRANTED TO THE
HOLDERS OF REGISTRABLE SECURITIES HEREUNDER DO NOT IN ANY WAY CONFLICT WITH AND
ARE NOT INCONSISTENT WITH ANY OTHER AGREEMENTS TO WHICH THE COMPANY IS A PARTY
OR BY WHICH