SUCCESSORS AND ASSIGNS.
(I)
ALL DIRECTOR SHARES WILL CONTINUE TO BE
DIRECTOR SHARES IN THE HANDS OF ANY HOLDER OTHER THAN DIRECTOR, INCLUDING ANY OF
DIRECTOR'S TRANSFEREES PERMITTED HEREUNDER OR UNDER THE STOCKHOLDERS AGREEMENT
(EXCEPT FOR THE COMPANY, THE INVESTORS AND THE INVESTORS' AFFILIATES AND EXCEPT
FOR TRANSFEREES IN A PUBLIC SALE).
EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH
SUCH OTHER HOLDER OF DIRECTOR SHARES WILL SUCCEED TO ALL RIGHTS AND OBLIGATIONS
ATTRIBUTABLE TO DIRECTOR AS A HOLDER OF DIRECTOR SHARES HEREUNDER.
(II)
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS
AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY DIRECTOR,
THE COMPANY, THE INVESTORS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
(INCLUDING SUBSEQUENT HOLDERS OF DIRECTOR SHARES); PROVIDED THAT THE RIGHTS AND
OBLIGATIONS OF DIRECTOR UNDER THIS AGREEMENT SHALL NOT BE ASSIGNABLE EXCEPT IN
CONNECTION WITH A PERMITTED TRANSFER OF DIRECTOR SHARES HEREUNDER.
(III)
EACH OF THE INVESTORS IS INTENDED TO BE A
THIRD PARTY BENEFICIARY OF THIS AGREEMENT AND MAY ENFORCE ANY RIGHTS GRANTED TO
IT HEREUNDER.
(F)
CHOICE OF LAW.
THE CORPORATE LAW OF THE
STATE OF DELAWARE WILL GOVERN ALL QUESTIONS CONCERNING THE RELATIVE RIGHTS OF
THE COMPANY AND ITS STOCKHOLDERS.
ALL OTHER QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS
HERETO WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF
LAW PROVISION OR RULE (WHETHER OF THE STATE OF ILLINOIS OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF ILLINOIS.
(G)
REMEDIES.
EACH OF THE PARTIES TO THIS
AGREEMENT (INCLUDING THE INVESTOR) WILL BE ENTITLED TO ENFORCE ITS RIGHTS UNDER
THIS AGREEMENT SPECIFICALLY, TO RECOVER DAMAGES AND COSTS (INCLUDING ATTORNEY'S
FEES) CAUSED BY ANY BREACH OF ANY PROVISION OF THIS AGREEMENT AND TO EXERCISE
ALL OTHER RIGHTS EXISTING IN ITS FAVOR.
THE PARTIES HERETO AGREE AND
ACKNOWLEDGE THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF
THE PROVISIONS OF THIS AGREEMENT AND THAT ANY PARTY MAY IN ITS SOLE DISCRETION
APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION (WITHOUT POSTING
ANY BOND OR DEPOSIT) FOR SPECIFIC PERFORMANCE AND/OR OTHER INJUNCTIVE RELIEF IN
ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS OF THIS AGREEMENT.
(H)
AMENDMENT AND WAIVER.
THE PROVISIONS OF
THIS AGREEMENT MAY BE AMENDED AND WAIVED ONLY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY AND DIRECTOR.
NO CAUSE OF CONDUCT OR
9
FAILURE OR DELAY IN ENFORCING THE PROVISIONS OF THIS AGREEMENT SHALL AFFECT THE
VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THIS AGREEMENT.
(I)
BUSINESS DAYS.
IF ANY TIME PERIOD FOR
GIVING NOTICE OR TAKING ACTION HEREUNDER EXPIRES ON A DAY WHICH IS A SATURDAY,
SUNDAY OR HOLIDAY IN THE STATE IN WHICH THE COMPANY'S CHIEF EXECUTIVE OFFICE IS
LOCATED, THE TIME PERIOD SHALL BE AUTOMATICALLY EXTENDED TO THE BUSINESS DAY
IMMEDIATELY FOLLOWING SUCH SATURDAY, SUNDAY OR HOLIDAY.