OR FURTHER CONSENTS, DOCUMENTS AND OTHER INSTRUMENTS AS PARENT MAY
REASONABLY REQUEST FOR THE PURPOSE OF EFFECTIVELY CARRYING OUT THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE MERGER AGREEMENT.
SECTION 11.
GENERAL PROVISIONS.
(A)
AMENDMENTS.
THIS AGREEMENT MAY NOT BE
AMENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY EACH OF THE PARTIES HERETO
(IN THE CASE OF PARENT, SOLELY BY ACTION OF THE SPECIAL COMMITTEE), PROVIDED
THAT THE APPROVAL OR CONSENT OF THE
6
COMPANY SHALL NOT BE REQUIRED FOR ANY SUCH AMENDMENT EXCEPT TO THE EXTENT SUCH
AMENDMENT IMPOSES ADDITIONAL OBLIGATIONS ON THE COMPANY.
(B)
NOTICE.
ALL NOTICES AND OTHER
COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN IF
DELIVERED PERSONALLY OR SENT BY OVERNIGHT COURIER (PROVIDING PROOF OF DELIVERY)
TO PARENT OR TO THE COMPANY IN ACCORDANCE WITH SECTION 9.7 OF THE MERGER
AGREEMENT AND TO ARTAL IN ACCORDANCE WITH SECTION 6.8 OF THE REDEMPTION
AGREEMENT (OR AT SUCH OTHER ADDRESS FOR A PARTY AS SHALL BE SPECIFIED BY LIKE
NOTICE).
(C)
INTERPRETATION.
THE HEADINGS IN THIS
AGREEMENT ARE FOR REFERENCE ONLY AND SHALL NOT AFFECT THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
DEFINITIONS SHALL APPLY EQUALLY TO BOTH THE
SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
WHENEVER THE CONTEXT MAY
REQUIRE, ANY PRONOUN SHALL INCLUDE THE CORRESPONDING MASCULINE, FEMININE AND
NEUTER FORMS.
ALL REFERENCES IN THIS AGREEMENT TO ARTICLES, SECTIONS AND
EXHIBITS SHALL REFER TO ARTICLES AND SECTIONS OF, AND EXHIBITS TO, THIS
AGREEMENT UNLESS THE CONTEXT SHALL REQUIRE OTHERWISE.
THE WORDS "INCLUDE,"
"INCLUDES" AND "INCLUDING" SHALL NOT BE LIMITING AND SHALL BE DEEMED TO BE
FOLLOWED BY THE PHRASE "WITHOUT LIMITATION."
UNLESS THE CONTEXT SHALL REQUIRE
OTHERWISE, ANY AGREEMENTS, DOCUMENTS, INSTRUMENTS OR LAWS DEFINED OR REFERRED TO
IN THIS AGREEMENT SHALL BE DEEMED TO MEAN OR REFER TO SUCH AGREEMENTS,
DOCUMENTS, INSTRUMENTS OR LAWS AS FROM TIME TO TIME AMENDED, MODIFIED OR
SUPPLEMENTED, INCLUDING (A) IN THE CASE OF AGREEMENTS, DOCUMENTS OR INSTRUMENTS,
BY WAIVER OR CONSENT AND (B) IN THE CASE OF LAWS, BY SUCCESSION OF COMPARABLE
SUCCESSOR STATUTES.
ALL REFERENCES IN THIS AGREEMENT TO ANY PARTICULAR LAW
SHALL BE DEEMED TO REFER ALSO TO ANY RULES AND REGULATIONS PROMULGATED UNDER
THAT LAW.
REFERENCES TO A PERSON ALSO REFER TO ITS PREDECESSORS AND PERMITTED
SUCCESSORS AND ASSIGNS.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, ALL OF WHICH SHALL BE ONE AND THE SAME
AGREEMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN EACH PARTY TO THIS
AGREEMENT SHALL HAVE RECEIVED COUNTERPARTS SIGNED BY ALL OF THE OTHER PARTIES.
(E)
ENTIRE AGREEMENT; NO THIRD-PARTY
BENEFICIARIES.
THIS AGREEMENT, THE REDEMPTION AGREEMENT, THE CONFIDENTIALITY
AGREEMENT, THE MERGER AGREEMENT AND THE COMPANY DISCLOSURE LETTER (I) CONSTITUTE
THE ENTIRE AGREEMENT AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS AND
NEGOTIATIONS, BOTH WRITTEN AND ORAL, AMONG THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER OF THIS AGREEMENT, AND (II) EXCEPT FOR THE PROVISIONS OF
ARTICLE II OF THE MERGER AGREEMENT AND SECTION 5.6 OF THE MERGER AGREEMENT, ARE
NOT INTENDED TO CONFER UPON ANY