SUCH ACTION REASONABLY REQUESTED BY PARENT TO EFFECTUATE THE PURPOSES OF THIS
AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE MERGER
AGREEMENT.
9.
TERMINATION.
OTHER THAN AS OTHERWISE
PROVIDED IN SECTIONS 3 AND 6 OF THIS AGREEMENT, THE OBLIGATIONS OF THE PARTIES
UNDER THIS AGREEMENT SHALL TERMINATE UPON THE EARLIER OF (A) THE EFFECTIVE TIME
AND (B) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE WITH ITS
4
TERMS.
IN THE EVENT THIS AGREEMENT IS TERMINATED IN ACCORDANCE WITH THE
PRECEDING SENTENCE, EXCEPT AS OTHERWISE PROVIDED IN SECTION 6 OF THIS AGREEMENT,
THIS AGREEMENT SHALL IMMEDIATELY BECOME VOID, THERE SHALL BE NO LIABILITY UNDER
THIS AGREEMENT ON THE PART OF PARENT, ITS OFFICERS OR DIRECTORS, THE
SHAREHOLDERS, AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT
SHALL CEASE.
10.
EXPENSES.
EACH PARTY HERETO SHALL PAY ITS
OWN EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT, EXCEPT AS OTHERWISE
SPECIFIED IN THE MERGER AGREEMENT.
11.
SPECIFIC PERFORMANCE.
THE PARTIES HERETO
AGREE 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.
IT IS ACCORDINGLY AGREED THAT THE
PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF
THIS AGREEMENT, WITHOUT THE NECESSITY OF PROVING DAMAGES OR POSTING ANY BOND,
AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS HEREOF IN ANY COURT OF THE
UNITED STATES OR ANY STATE THEREOF HAVING JURISDICTION, THIS BEING IN ADDITION
TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.
12.
NOTICE.
UNLESS OTHERWISE PROVIDED IN THIS
AGREEMENT, ALL NOTICES AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE IN
WRITING AND MAY BE GIVEN BY ANY OF THE FOLLOWING METHODS:
(A) PERSONAL DELIVERY
(WITH WRITTEN CONFIRMATION OF RECEIPT); (B) REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID (RECEIPT REQUESTED); (C) OVERNIGHT DELIVERY SERVICE (RECEIPT
REQUESTED); OR (D) BY FACSIMILE, TELECOPY OR OTHER ELECTRONIC TRANSMISSION
DEVICE (WITH RECEIPT ACKNOWLEDGEMENT, PROVIDED THAT SUCH ACKNOWLEDGEMENT DOES
NOT INCLUDE AN ACKNOWLEDGEMENT GENERATED AUTOMATICALLY BY A FACSIMILE, TELECOPY
OR OTHER ELECTRONIC TRANSMISSION DEVICE).
SUCH NOTICES AND COMMUNICATIONS SHALL
BE SENT TO THE APPROPRIATE PARTY AT ITS ADDRESS GIVEN BELOW OR AT SUCH OTHER
ADDRESS FOR SUCH PARTY AS SHALL BE SPECIFIED BY NOTICE GIVEN UNDER THIS
AGREEMENT (AND SHALL BE DEEMED GIVEN UPON RECEIPT BY SUCH PARTY OR UPON ACTUAL
DELIVERY TO THE APPROPRIATE ADDRESS):
(A)
IF TO A SHAREHOLDER:
To the addresses set forth on Schedule 1 hereto
with a copy to:
Bowditch & Dewey, LLP
311 Main Street
Worcester, MA 01615
Attn: Michael P. Angelini, Esquire
Fax:
(508) 798-3537
5
(B)
IF TO PARENT:
ADC Telecommunications, Inc.
P.O. Box 1101
Minneapolis, Minnesota
55440-1101
Attention: Office of the General Counsel
Fax: (952) 917-0893
with a copy to:
Dorsey & Whitney LLP
50 South Sixth Street
Minneapolis, Minnesota
55402
Attention:
Robert A. Rosenbaum
Fax:
(612) 340-7800
13.
PARTIES IN INTEREST.
THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE