any of (i) the Carlyle Investors, collectively, (ii)
the Bain Investors, collectively or (ii) the Spectrum Investors, collectively;
provided, however, that any such Principal Investor shall cease to be a
Principal Investor at such time as such Principal Investor ceases to hold Shares
representing at least 25% of the Initial Investor Shares held by such Principal
Investor.
For the avoidance of doubt, so long as there are two or more
Principal Investors, references in this Agreement to "Principal Investors" shall
mean all such Principal Investors, and if at any time there is only one
Principal Investor, references in this Agreement to "the Principal Investors" or
"each Principal Investor" shall mean that sole Principal Investor then
remaining.
"Shares" has the meaning set forth in Section 1.
"Spectrum Designee" has the meaning set forth in Section 2.2(c).
"Spectrum Investors" has the meaning set forth in the preamble.
"Stockholder" has the meaning set forth in the preamble.
"Stockholders Agreement" means that certain Stockholders Agreement Company,
dated as of the date hereof, among the Company, the Carlyle Investors, the Bain
Investors, the Spectrum Investors and the other stockholders of the Company
named therein, as the same may be amended, modified or supplemented from time to
time in accordance with its terms.
"Transfer" means a transfer, sale, assignment, pledge, hypothecation or other
disposition or exchange, including any Transfer of a voting or economic interest
in securities or other property; and "Transferring" or "Transferred" have
correlative meanings.
6.2
UNLESS THE CONTEXT OF THIS AGREEMENT OTHERWISE REQUIRES, (I) WORDS
OF ANY GENDER INCLUDE EACH OTHER GENDER; (II) WORDS USING THE SINGULAR OR PLURAL
NUMBER ALSO INCLUDE THE PLURAL OR SINGULAR NUMBER, RESPECTIVELY; (III) THE TERMS
"HEREOF," "HEREIN," "HEREBY" AND DERIVATIVE OR SIMILAR WORDS REFER TO THIS
ENTIRE AGREEMENT; (IV) THE TERMS "ARTICLE" OR "SECTION" REFER TO THE SPECIFIED
ARTICLE OR SECTION OF THIS AGREEMENT; (V) THE WORD "INCLUDING" SHALL MEAN
"INCLUDING, WITHOUT LIMITATION", (VI) EACH DEFINED TERM HAS ITS DEFINED MEANING
THROUGHOUT THIS AGREEMENT, WHETHER THE DEFINITION OF SUCH TERM APPEARS BEFORE OR
AFTER SUCH TERM IS USED, AND (VII) THE WORD "OR" SHALL BE DISJUNCTIVE BUT NOT
EXCLUSIVE.
6.3
REFERENCES TO AGREEMENTS AND OTHER DOCUMENTS SHALL BE DEEMED TO
INCLUDE ALL SUBSEQUENT AMENDMENTS AND OTHER MODIFICATIONS THERETO.
6.4
REFERENCES TO STATUTES SHALL INCLUDE ALL REGULATIONS PROMULGATED
THEREUNDER AND REFERENCES TO STATUTES OR REGULATIONS SHALL BE CONSTRUED AS
INCLUDING ALL STATUTORY AND REGULATORY PROVISIONS CONSOLIDATING, AMENDING OR
REPLACING THE STATUTE OR REGULATION.
7.
MISCELLANEOUS.
7.1
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS WHICH WOULD
RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, OF THE STATE OF
DELAWARE.
7.2
Submission to Jurisdiction; Waiver of Jury Trial.
Each of the
parties hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the Court of Chancery of the State of Delaware and of
the United States of America sitting in Delaware for any action, proceeding or
investigation in any court