of which held by such Person or
any Subsidiary of such Person do not have a majority of the voting interests in
such partnership), or (ii) at least a majority of the securities or other
interests of which having, by their terms, ordinary voting power to elect a
majority of the board of directors or others performing similar functions with
respect to such corporation or other organization, is directly or indirectly
owned or controlled by such Person or by any one or more of its Subsidiaries, or
by such Person and one or more of its Subsidiaries.
11.
MISCELLANEOUS.
(A)
NO INCONSISTENT AGREEMENTS.
AS OF THE DATE
HEREOF, THE COMPANY IS NOT A PARTY TO ANY AGREEMENT WITH RESPECT TO ITS
SECURITIES THAT IS INCONSISTENT WITH OR WOULD VIOLATE THE RIGHTS GRANTED TO THE
HOLDERS OF REGISTRABLE SECURITIES UNDER THIS AGREEMENT, AND THE COMPANY WILL NOT
HEREAFTER ENTER INTO ANY SUCH AGREEMENT WITH RESPECT TO ITS SECURITIES.
(B)
ADJUSTMENTS AFFECTING REGISTRABLE
SECURITIES. THE COMPANY WILL NOT, WITHOUT THE APPROVAL OF THE REQUIRED HOLDERS,
TAKE ANY ACTION, OR PERMIT ANY CHANGE TO OCCUR, WITH RESPECT TO ITS SECURITIES
WHICH WOULD MATERIALLY AND ADVERSELY AFFECT THE ABILITY OF THE HOLDERS OF
REGISTRABLE SECURITIES TO INCLUDE SUCH REGISTRABLE SECURITIES IN A REGISTRATION
OR QUALIFICATION FOR SALE BY PROSPECTUS UNDERTAKEN PURSUANT TO THIS AGREEMENT OR
WHICH WOULD ADVERSELY AFFECT THE MARKETABILITY OF SUCH REGISTRABLE SECURITIES IN
ANY SUCH REGISTRATION OR QUALIFICATION (INCLUDING, WITHOUT LIMITATION, EFFECTING
A SHARE SPLIT OR A COMBINATION OF SHARES).
19
(C)
ENFORCEMENT.
EACH PARTY HERETO
ACKNOWLEDGES THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY IN THE EVENT
THAT ANY OF THE COVENANTS OR AGREEMENTS IN THIS AGREEMENT ARE NOT PERFORMED IN
ACCORDANCE WITH ITS TERMS, AND IT IS THEREFORE AGREED THAT IN ADDITION TO AND
WITHOUT LIMITING ANY OTHER REMEDY OR RIGHT IT MAY HAVE, THE NON-BREACHING PARTY
WILL HAVE THE RIGHT TO AN INJUNCTION, TEMPORARY RESTRAINING ORDER OR OTHER
EQUITABLE RELIEF IN ANY COURT OF COMPETENT JURISDICTION ENJOINING ANY SUCH
BREACH AND ENFORCING SPECIFICALLY THE TERMS AND PROVISIONS HEREOF.
(D)
AMENDMENT; WAIVERS, ETC.
EXCEPT AS
OTHERWISE PROVIDED HEREIN, THE PROVISIONS OF THIS AGREEMENT MAY BE AMENDED OR
WAIVED ONLY UPON THE PRIOR WRITTEN CONSENT OF THE COMPANY AND HOLDERS HOLDING IN
THE AGGREGATE 70% OR MORE OF THE OUTSTANDING REGISTRABLE SECURITIES, PROVIDED
THAT IN THE EVENT THAT SUCH AMENDMENT OR WAIVER WOULD TREAT A HOLDER OR GROUP OF
HOLDERS IN A MANNER DIFFERENT FROM ANY OTHER HOLDERS, THEN SUCH AMENDMENT OR
WAIVER WILL ALSO REQUIRE THE CONSENT OF SUCH HOLDER OR THE HOLDERS OF A MAJORITY
OF THE REGISTRABLE SECURITIES OF SUCH GROUP.
NOTWITHSTANDING THE FOREGOING, A
WAIVER OR CONSENT TO DEPART FROM THE PROVISIONS HEREOF WITH RESPECT TO A MATTER
THAT RELATES EXCLUSIVELY TO THE RIGHTS OF HOLDERS OF REGISTRABLE SECURITIES
WHOSE SECURITIES ARE BEING SOLD PURSUANT TO A REGISTRATION STATEMENT AND THAT
DOES NOT DIRECTLY OR INDIRECTLY AFFECT, IMPAIR, LIMIT OR COMPROMISE THE RIGHTS
OF OTHER HOLDERS OF REGISTRABLE SECURITIES MAY BE GIVEN BY HOLDERS