PARTIES NAMED HEREIN AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
NOTHING IN THIS AGREEMENT, EXPRESSED OR
IMPLIED, IS INTENDED TO CONFER UPON ANY PERSON OTHER THAN THE SHAREHOLDERS,
PARENT OR MERGER SUB, OR THEIR PERMITTED SUCCESSORS OR ASSIGNS, ANY RIGHTS OR
REMEDIES UNDER OR BY REASON OF THIS AGREEMENT.
14.
ENTIRE AGREEMENT; AMENDMENTS.
THIS
AGREEMENT, TOGETHER WITH THE MERGER AGREEMENT AND THE OTHER DOCUMENTS REFERRED
TO THEREIN, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS
AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN OR ORAL, BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY NOT BE CHANGED,
AMENDED OR MODIFIED ORALLY, BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE
PARTY AGAINST WHOM ANY WAIVER, CHANGE, AMENDMENT, MODIFICATION OR DISCHARGE MAY
BE SOUGHT.
15.
ASSIGNMENT.
NO PARTY TO THIS AGREEMENT MAY
ASSIGN ANY OF ITS RIGHTS OR DELEGATE ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT
(WHETHER BY OPERATION OF LAW OR OTHERWISE) WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY HERETO.
16.
INTERPRETATION.
THE LANGUAGE USED IN THIS
AGREEMENT SHALL BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS
THEIR MUTUAL INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST
ANY PARTY.
THE HEADINGS OF ARTICLES AND SECTIONS HEREIN ARE FOR CONVENIENCE OF
REFERENCE, DO NOT CONSTITUTE A PART OF THIS AGREEMENT, AND SHALL NOT BE DEEMED
TO LIMIT OR AFFECT ANY OF THE PROVISIONS HEREOF.
17.
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED VIA FACSIMILE IN TWO OR MORE COUNTERPARTS, EACH OF WHICH, WHEN
EXECUTED, SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TOGETHER SHALL
CONSTITUTE ONE AND THE SAME DOCUMENT.
18.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS
THEREOF.
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19.
VALIDITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISIONS OF THIS AGREEMENT, WHICH
SHALL REMAIN IN FULL FORCE AND EFFECT.
UPON SUCH DETERMINATION THAT ANY TERM OR
OTHER PROVISION IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED, THE PARTIES
SHALL NEGOTIATE IN GOOD FAITH TO MODIFY THIS AGREEMENT SO AS TO EFFECT THE
ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS POSSIBLE IN AN ACCEPTABLE MANNER TO
THE END THAT TRANSACTIONS CONTEMPLATED HEREBY ARE FULFILLED TO THE EXTENT
POSSIBLE.
20.
SHAREHOLDERS' REPRESENTATIVE.
EACH OF THE
UNDERSIGNED SHAREHOLDERS ACKNOWLEDGES THE APPOINTMENT OF MICHAEL J. NOONAN AS
THE SHAREHOLDERS' REPRESENTATIVE IN ACCORDANCE WITH THE MERGER AND THE MERGER
AGREEMENT.
[Remainder of page left blank; signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be
executed as of the day and year first written above.
ADC TELECOMMUNICATIONS, INC.
SHAREHOLDERS:
By:
/s/ Gokul V. Hemmady
/s/ Michael J. Noonan
Name: Gokul V. Hemmady
Michael J. Noonan
Title: Vice President, Chief Financial Officer
FIBER OPTIC NETWORK