200209214 - Laserfiche WebLink

Browse

200209214 caw: of an amedmeat. by each POM to this Agreement W. m the case of a wave; by each PariY gaiast whom the waver is to be effective, provided tent. after the adoption of this Apeamen by the WvaboldM of the Company sod witbom their further approval. no ,stab amendment or waver Wall redoes the senses W rdhmga the kind of comsidaation to be mxived in excl mp for the Shaves, m the Mayes (b) No failtue or delay by my Pty in Ong MY tight. Pnw'er a PnvileF heamdw Shall upstate as a wawa thereof ea shall my single m portal qc st w thereof preclude my other or futtha exercise threof err the exerciae of my other right. power or privilege. Ilse rights and remedis herein pmvided shall be cumaatve and not exclusive of my n5bn or remedies; provided by law. SwTioN 12.04. Eryewn. (a) Except a otherwise Provided in this Secdo4 40 cote and expeays incensed m rmoectm with thin Apeemen shall be pad by the party maturing such cost OF express,. (b) if a payment Event (as hereinafter defined) occurs. the Company Wall Pay m Passed (by was transfer of immediately available funds), iC intention to (a) below, simnhaneoudY with the oawaeoor of rush Payment Event or if paauen m (y) bestow, within two Hamner Days following such Psymert Even. a fce of 533.000.000. - Payment Eva,° mesas (a) the ramitaton of this Apemen PWMM m Seetim 1101 or (y) the oecuffe= of my of the fdlowimg events within 12 momhs of the handmaiden of this Agreement patsuamt to Sections I1.01(b)(i) or II.OI(c) (ad Plim m such tetmiuWoM an Aogaatm NoPma mining m the Company has been made m the Company a to the Waehddaa of the Company by my Puttee): C) me Company mays with or imm, or is acquired. directly or iod; ectlY, by Maya a athawim by. a 7lWd Pasty: (u) a Thhd Fury, dimaly nr indisectly, m4uim mote than 5096 of the mad ass of the Company and its Sub idims, ukm as a whole: (iii) a Third Potty dnedY a imirectY, WRq one than 50% Of the cum red nt Shaw; or (iv) the Company adapts or mWkmem a Plan of iigadatm, terapitalizad a s Woe requchm missing to tom than 50% of the ooemoding Shares or an emaordimy dividend relamy to more than 50% of the outstanding Sham, or 50% of the wen of the Company and its Su6odiMM16 tares a a whole. (c) Upon my te®taate s of this Agmenmot by the Company putanmt to Section 11.01(bxfu) or by patent pursuant m Sxtioro 11.01(bxiii) or 11.01(c), the Company shell meim6mm Pat and its Afhlism (by win trwfm of immediately rvailable hmN), on laser than two Beename Days attar such eeminatm, fa 10096 of their seasonable outcfyoeta fees and expenses 0-1011mg reasonable fen and aapmaea of trek esunsd) actually imcostad by my of them m connection whh this Apement and the mammas emOmOmd hereby. (d) The Company aHmowlad{a am the apsmmts mwined in this Sacco 12.04 we an Mapsl Past of the nansectons contemplated by this ApsmeM and that. without then apsmms. Pat and Mager Subsidiary would am ado into then Apeemeut. AxadioilY, if the Company 11111 Promptly m Pay my amamt due to Patent putmamt to this Sects m 12.04, it shag also pay a" corn and expenses incurred M Paean a Merger Subsidiary m connection with a legal acdm to mfaoe this Apeemm that Molts in a jhdgmew agamst the Company for each aMmm- Saeahae 12.05. Saaorsasrs and Aariywa The provtsmm d that AVemea Well be bmd'ahg upon and inane to the benefit of the pamea hereto and their mWectivs wmeaaota and wipe, PmvWId that m pay may ,,,M delegate a othstwias hander my of its tight or obOgatios miler this Apemeot wit out the mean of each other Party hereso. except that Potent or Male Sub idvY may tanafst OF aaaiga, in whole a hmm time to time in psm m ace a mom of its Affiliate+, the right to purchase ad a a pordoe of the Shan pMmamt m the ofhm but eo tech tranda a ndpmm will mbm Pallas a Mager Smhsithary d its obliptms under the ORm a Rice the rights of medering WaMlniders m Maiw payment far Shan vabtyy temdared and accepted fa payment P'nu= an the Off¢ SSCM W 12.06. Cvvenung lama This Apostates shall be love mod by sd command in accordance with the law of the Stan of Demwa e, w th= regard to the conflicts of W miss of web star- A-34