ON SUCH RIGHTS,
SUBJECT TO APPLICABLE SECURITIES LAWS, AND THE TERMS OF THIS VOTING AGREEMENT.
THE SHAREHOLDER SHALL NOT, DIRECTLY OR INDIRECTLY, TAKE ANY ACTION THAT WOULD
MAKE ANY REPRESENTATION OR WARRANTY CONTAINED HEREIN UNTRUE OR INCORRECT OR HAVE
THE EFFECT OF PREVENTING OR DISABLING THE SHAREHOLDER FROM PERFORMING THE
SHAREHOLDER'S OBLIGATIONS UNDER THIS AGREEMENT.
7.
ADDITIONAL DOCUMENTS.
FROM TIME TO TIME, AT THE PARENT'S OR BUYER'S
REASONABLE REQUEST AND WITHOUT FURTHER CONSIDERATION, THE SHAREHOLDER SHALL
EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AND TAKE ALL SUCH FURTHER LAWFUL
ACTIONS AS MAY BE NECESSARY OR DESIRABLE TO CONSUMMATE AND MAKE EFFECTIVE, IN
THE MOST EXPEDITIOUS MANNER PRACTICABLE, THE TRANSACTIONS CONTEMPLATED BY THIS
VOTING AGREEMENT.
8.
CONSENT AND WAIVER.
SHAREHOLDER (NOT IN HIS CAPACITY AS A DIRECTOR OR
OFFICER OF SELLER) HEREBY GIVES ANY CONSENTS OR WAIVERS (INCLUDING WAIVERS OF
PREEMPTIVE RIGHTS, RIGHTS OF FIRST REFUSAL AND CO-SALE RIGHTS) THAT ARE
REASONABLY REQUIRED FOR THE CONSUMMATION OF THE ACQUISITION UNDER THE TERMS OF
ANY AGREEMENTS TO WHICH SHAREHOLDER IS A PARTY OR PURSUANT TO ANY RIGHTS
SHAREHOLDER MAY HAVE.
9.
LEGENDING OF SHARES.
IF SO REQUESTED BY PARENT OR BUYER, SHAREHOLDER
AGREES THAT THE SHARES SHALL BEAR A LEGEND STATING THAT THEY ARE SUBJECT TO THIS
AGREEMENT AND TO AN IRREVOCABLE PROXY.
10.
TERMINATION.
THIS AGREEMENT SHALL TERMINATE AND SHALL HAVE NO FURTHER
FORCE OR EFFECT AS OF THE CLOSING DATE.
11.
MISCELLANEOUS.
11.1
SEVERABILITY.
IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, VOID
OR UNENFORCEABLE, THEN THE REMAINDER OF THE TERMS, PROVISIONS, COVENANTS AND
RESTRICTIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL
IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED.
11.2
BINDING EFFECT AND ASSIGNMENT.
THIS AGREEMENT AND ALL OF THE
PROVISIONS HEREOF SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES
HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, BUT, EXCEPT AS
OTHERWISE SPECIFICALLY PROVIDED HEREIN, NEITHER THIS AGREEMENT NOR ANY OF THE
RIGHTS, INTERESTS OR OBLIGATIONS OF THE PARTIES HERETO MAY BE ASSIGNED BY EITHER
OF THE PARTIES WITHOUT PRIOR WRITTEN CONSENT OF THE OTHER, PROVIDED THAT THE
PARENT AND/OR BUYER MAY ASSIGN, IN ITS SOLE DISCRETION, ITS RIGHTS AND
OBLIGATIONS HEREUNDER TO ANY DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARY OF THE
PARENT AND/OR BUYER, BUT NO SUCH ASSIGNMENT SHALL RELIEVE THE PARENT OR BUYER OF
ITS OBLIGATIONS HEREUNDER IF SUCH ASSIGNEE DOES NOT PERFORM SUCH OBLIGATIONS.
5
11.3
AMENDMENTS AND MODIFICATION.
THIS AGREEMENT MAY NOT BE MODIFIED,
AMENDED, ALTERED OR SUPPLEMENTED EXCEPT UPON THE EXECUTION AND DELIVERY OF A
WRITTEN AGREEMENT EXECUTED BY THE PARTIES HERETO.
11.4
WAIVER.
NO FAILURE ON THE PART OF PARENT AND/OR BUYER TO EXERCISE
ANY POWER, RIGHT, PRIVILEGE OR REMEDY UNDER THIS AGREEMENT, AND NO DELAY ON THE
PART OF PARENT OR BUYER IN EXERCISING ANY POWER, RIGHT, PRIVILEGE OR REMEDY
UNDER THIS AGREEMENT, SHALL OPERATE AS A WAIVER OF SUCH POWER, RIGHT, PRIVILEGE
OR REMEDY; AND NO SINGLE OR PARTIAL