Common use of Further Assurances; Remedies Clause in Contracts

Further Assurances; Remedies. (a) The Issuer agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from the Issuer, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement). (b) The Issuer agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the Issuer. (c) The Issuer agrees that promptly after the occurrence of a Triggering Event it shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notification, reporting and waiting period requirements under the HSR Act and (ii) in the event that prior notification to or approval of any other regulatory authority in the United States or elsewhere is necessary before the Stock Option may be exercised, complying with its obligations thereunder and cooperating with Grantee in Grantee's preparing and processing the required notices or applications) in order to permit Grantee to exercise the Stock Option and purchase Option Shares pursuant to such exercise. (d) The parties agree that Grantee would be irreparably damaged if for any reason the Issuer failed, in breach of its obligations hereunder, to issue any of the Option Shares (or other securities or property deliverable pursuant to Section 5 hereof) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the Issuer. Accordingly, if Grantee should institute an action or proceeding seeking specific enforcement of the provisions hereof, the Issuer

Further Assurances; Remedies. (a) The Issuer Parent agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from the IssuerParent, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement). (b) The Issuer Parent agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the IssuerParent. (c) The Issuer Parent agrees that promptly after the occurrence of a Triggering Parent Trigger Event it shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notification, reporting and waiting period requirements under the HSR Act and (ii) in the event that prior notification to or approval of any other regulatory authority in the United States or elsewhere is necessary before the Stock Option may be exercised, complying with its obligations thereunder and cooperating with Grantee the Company in Granteethe Company's preparing and processing the required notices or applications) in order to permit Grantee the Company to exercise the Stock Option and purchase Option Shares pursuant to such exercise. (d) The parties agree that Grantee the Company would be irreparably damaged if for any reason the Issuer Parent failed, in breach of its obligations hereunder, to issue any of the Option Shares (or other securities or property deliverable pursuant to Section 5 hereof) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee the Company would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee the Company shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the IssuerParent. Accordingly, if Grantee the Company should institute an action or proceeding seeking specific enforcement of the provisions hereof, Parent hereby waives the Issuerclaim or defense that the Company has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. Parent further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that the Company may have against Parent for any failure to perform its obligations under this Agreement.

Further Assurances; Remedies. (a) The Issuer Parent agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from the IssuerParent, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement). (b) The Issuer Parent agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the IssuerParent. (c) The Issuer Parent agrees that promptly after the occurrence of a Triggering Parent Trigger Event it shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notification, reporting and waiting period requirements under the HSR Act and (ii) in the event that prior notification to or approval of any other regulatory authority in the United States or elsewhere is necessary before the Stock Option may be exercised, complying with its obligations thereunder and cooperating with Grantee the Company in Grantee's preparing and processing the required notices or applications) in order to permit Grantee the Company to exercise the Stock Option and purchase Option Shares pursuant to such exercise. (d) The parties agree that Grantee the Company would be irreparably damaged if for any reason the Issuer failed, in breach of its obligations hereunder, Parent failed to issue any of the Option Shares (or other securities or property deliverable pursuant to Section 5 6 hereof) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee the Company would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee the Company shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the IssuerParent. Accordingly, if Grantee the Company should institute an action or proceeding seeking specific enforcement of the provisions hereof, Parent hereby waives the Issuerclaim or defense that Parent has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. Parent further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that the Company may have against Parent for any failure to perform its obligations under this Agreement.

Further Assurances; Remedies. (a) The Issuer Mobil agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from the IssuerMobil, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement). (b) The Issuer Mobil agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the IssuerMobil. (c) The Issuer Mobil agrees that promptly after the occurrence of a Triggering Event date hereof it shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notification, reporting and waiting period requirements under the HSR Act and (ii) in the event that prior notification to or approval of any other regulatory authority in the United States U.S. or elsewhere is necessary before the Stock Option may be exercised, complying with its obligations thereunder and cooperating with Grantee Exxon in Grantee's preparing and processing the required notices or applications) in order to permit Grantee Exxon to exercise the Stock Option and purchase Option Shares pursuant to such exerciseexercise and to take all reasonable action necessary to protect the rights of Exxon against dilution. (d) The parties agree that Grantee Exxon would be irreparably damaged if for any reason the Issuer failed, in breach of its obligations hereunder, Mobil failed to issue any of the Option Shares (or other securities or property deliverable pursuant to Section 5 6 hereof) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee Exxon would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee Exxon shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the IssuerMobil. Accordingly, if Grantee Exxon should institute an action or proceeding seeking specific enforcement of the provisions hereof, Mobil hereby waives the Issuerclaim or defense that Exxon has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. Mobil further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that Exxon may have against Mobil for any failure to perform its obligations under this Agreement.

Further Assurances; Remedies. (a) The Issuer Company agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from the IssuerCompany, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement). (b) The Issuer Company agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the IssuerCompany. (c) The Issuer Company agrees that promptly after the occurrence of a Triggering Company Trigger Event it shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notification, reporting and waiting period requirements under the HSR Act and (ii) in the event that prior notification to or approval of any other regulatory authority in the United States or elsewhere is necessary before the Stock Option may be exercised, complying with its obligations thereunder and cooperating with Grantee Parent in GranteeParent's preparing and processing the required notices or applications) in order to permit Grantee Parent to exercise the Stock Option and purchase Option Shares pursuant to such exercise. (d) The parties agree that Grantee Parent would be irreparably damaged if for any reason the Issuer Company failed, in breach of its obligations hereunder, to issue any of the Option Shares (or other securities or property deliverable pursuant to Section 5 hereof) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee Parent would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee Parent shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the IssuerCompany. Accordingly, if Grantee Parent should institute an action or proceeding seeking specific enforcement of the provisions hereof, the IssuerCompany hereby waives the claim or defense that Parent has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. The Company further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that Parent may have against the Company for any failure to perform its obligations under this Agreement.

Further Assurances; Remedies. (a) The Issuer Company agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from the IssuerCompany, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenon-assessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement). (b) The Issuer Company agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the IssuerCompany. (c) The Issuer Company agrees that promptly after the occurrence of a Triggering Company Trigger Event it shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notification, reporting and waiting period requirements under the HSR Act and (ii) in the event that prior notification to or approval of any other regulatory authority in the United States or elsewhere is necessary before the Stock Option may be exercised, complying with its obligations thereunder and cooperating with Grantee Parent in Grantee's preparing and processing the required notices or applications) in order to permit Grantee Parent to exercise the Stock Option and purchase Option Shares pursuant to such exercise. (d) The parties agree that Grantee Parent would be irreparably damaged if for any reason the Issuer failed, in breach of its obligations hereunder, Company failed to issue any of the Option Shares (or other securities or property deliverable pursuant to Section 5 6 hereof) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee Parent would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee Parent shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the IssuerCompany. Accordingly, if Grantee Parent should institute an action or proceeding seeking specific enforcement of the provisions hereof, the IssuerCompany hereby waives the claim or defense that Parent has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. The Company further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that Parent may have against the Company for any failure to perform its obligations under this Agreement.

Further Assurances; Remedies. (a) The Issuer Company agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from the IssuerCompany, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement). (b) The Issuer Company agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the IssuerCompany. (c) The Issuer Company agrees that promptly after the occurrence of a Triggering Event date hereof it shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notification, reporting and waiting period requirements under the HSR Act and (ii) in the event that prior notification to or approval of any other regulatory authority in the United States U.S. or elsewhere is necessary before the Stock Option may be exercised, complying with its obligations thereunder and cooperating with Grantee Parent in Grantee's preparing and processing the required notices or applications) in order to permit Grantee Parent to exercise the Stock Option and purchase Option Shares pursuant to such exerciseexercise and to take all reasonable action necessary to protect the rights of Parent against dilution. (d) The parties agree that Grantee Parent would be irreparably damaged if for any reason the Issuer failed, in breach of its obligations hereunder, Company failed to issue any of the Option Shares (or other securities or property deliverable pursuant to Section 5 6 hereof) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee Parent would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee Parent shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the IssuerCompany. Accordingly, if Grantee Parent should institute an action or proceeding seeking specific enforcement of the provisions hereof, the IssuerCompany hereby waives the claim or defense that Parent has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. The Company further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that Parent may have against the Company for any failure to perform its obligations under this Agreement.

Further Assurances; Remedies. (a) The Issuer Until the original Termination Date, GTS agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from the Issuer, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claimsany Claims, liensexcept for those arising under the New Shareholders Agreement, charges, encumbrances and security interests (other than those created by this Agreement)sole Beneficial Ownership of at least 90,909 shares of Company Common Stock. (b) The Issuer GTS agrees not to avoid enter into any agreement, arrangement or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the Issuerunderstanding that conflicts with its obligations under this Agreement. (c) The Issuer agrees that promptly after Upon the occurrence terms and subject to the conditions hereof, each of a Triggering Event it the parties hereto shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notificationmake promptly its respective filings, reporting and waiting period requirements thereafter make any other reasonable submissions, under the HSR Act and with respect to the transactions contemplated by this Agreement, (ii) in the event that prior notification to or approval of any other regulatory authority in the United States U.S. or elsewhere is necessary before the Stock Option may be exercisedexercised or Transfer Shares may be purchased, complying with its obligations thereunder and cooperating with Grantee the other party or, in Grantee's the case of CIG, its designee, in preparing and processing the required notices or applications) applications in order to permit Grantee CIG or its designee to exercise the Stock Option and purchase Option Shares pursuant to such exerciseexercise or purchase Transfer Shares following delivery of a Notice of Proposed Transfer, and (iii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. (d) The parties agree that Grantee CIG or its designee would be irreparably damaged if for any reason the Issuer failed, in breach of its obligations hereunder, GTS failed to issue sell and deliver any of the Option Shares shares of Company Common Stock deliverable pursuant to Section 3 hereof (or other securities or property deliverable pursuant to Section 5 hereof) upon exercise of the Stock Option or following delivery of a Notice of Proposed Transfer, as applicable, or to perform any of its other obligations under this Agreement, and that Grantee CIG or its designee would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee CIG or its designee shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the IssuerGTS. Accordingly, if Grantee CIG or its designee should institute an action or proceeding seeking specific enforcement of the provisions hereof, GTS hereby waives the Issuerclaim or defense that CIG or its designee has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. GTS further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that CIG or its designee may have against GTS for any failure to perform its obligations under this Agreement.

Further Assurances; Remedies. (a) The Issuer Until the original Termination Date, GTS agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from the Issuer, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claimsany Claims, liensexcept for those arising under the New Shareholders Agreement, charges, encumbrances and security interests (other than those created by this Agreement)sole Beneficial Ownership of at least 2,000,000 shares of Company Common Stock. (b) The Issuer GTS agrees not to avoid enter into any agreement, arrangement or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the Issuerunderstanding that conflicts with its obligations under this Agreement. (c) The Issuer agrees that promptly after Upon the occurrence terms and subject to the conditions hereof, each of a Triggering Event it the parties hereto shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notificationmake promptly its respective filings, reporting and waiting period requirements thereafter make any other reasonable submissions, under the HSR Act and with respect to the transactions contemplated by this Agreement, (ii) in the event that prior notification to or approval of any other regulatory authority in the United States U.S. or elsewhere is necessary before the Stock Option may be exercisedexercised or Transfer Shares may be purchased, complying with its obligations thereunder and cooperating with Grantee the other party or, in Grantee's the case of Alfa, its designee, in preparing and processing the required notices or applications) applications in order to permit Grantee Alfa or its designee to exercise the Stock Option and purchase Option Shares pursuant to such exerciseexercise or purchase Transfer Shares following delivery of a Notice of Proposed Transfer or a Contingent Call Notice, and (iii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. (d) The parties agree that Grantee Alfa or its designee would be irreparably damaged if for any reason the Issuer failed, in breach of its obligations hereunder, GTS failed to issue sell and deliver any of the Option Shares shares of Company Common Stock deliverable pursuant to Section 3 hereof (or other securities or property deliverable pursuant to Section 5 hereof) upon exercise of the Stock Option or following delivery of a Notice of Proposed Transfer or Contingent Call Notice, as applicable, or to perform any of its other obligations under this Agreement, and that Grantee Alfa or its designee would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee Alfa or its designee shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the IssuerGTS. Accordingly, if Grantee Alfa or its designee should institute an action or proceeding seeking specific enforcement of the provisions hereof, GTS hereby waives the Issuerclaim or defense that Alfa or its designee has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. GTS further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that Alfa or its designee may have against GTS for any failure to perform its obligations under this Agreement.

Further Assurances; Remedies. (a) The Issuer agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from the Issuer, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claims, liens, charges, encumbrances and security interests (other than those created by this Agreement). (b) The Issuer agrees not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the Issuer. (c) The Issuer agrees that promptly after the occurrence of a Triggering Company Trigger Event it shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notification, reporting and waiting period requirements under the HSR Act and (ii) in the event that prior notification to or approval of any other regulatory authority in the United States or elsewhere is necessary before the Stock Option may be exercised, complying with its obligations thereunder and cooperating with Grantee in Grantee's preparing and processing the required notices or applications) in order to permit Grantee to exercise the Stock Option and purchase Option Shares pursuant to such exercise. (d) The parties agree that Grantee would be irreparably damaged if for any reason the Issuer failed, in breach of its obligations hereunder, to issue any of the Option Shares (or other securities or property deliverable pursuant to Section 5 hereof) upon exercise of the Stock Option or to perform any of its other obligations under this Agreement, and that Grantee would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the Issuer. Accordingly, if Grantee should institute an action or proceeding seeking specific enforcement of the provisions hereof, Issuer hereby waives the Issuerclaim or defense that Grantee has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. Issuer further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that Grantee may have against Issuer for any failure to perform its obligations under this Agreement.

Further Assurances; Remedies. (a) The Issuer Until the original Termination Date, GTS agrees to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Common Stock from the Issuer, and to issue the appropriate number of shares of Common Stock pursuant to the terms of this Agreement. All of the Option Shares to be issued pursuant to the Stock Option, upon issuance and delivery thereof pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will be delivered free and clear of all claimsany Claims, liensexcept for those arising under the New Shareholders Agreement, charges, encumbrances and security interests (other than those created by this Agreement)sole Beneficial Ownership of at least 181,818 shares of Company Common Stock. (b) The Issuer GTS agrees not to avoid enter into any agreement, arrangement or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the Issuerunderstanding that conflicts with its obligations under this Agreement. (c) The Issuer agrees that promptly after Upon the occurrence terms and subject to the conditions hereof, each of a Triggering Event it the parties hereto shall take all actions as may from time to time be required (including (i) complying with all applicable premerger notificationmake promptly its respective filings, reporting and waiting period requirements thereafter make any other reasonable submissions, under the HSR Act and with respect to the transactions contemplated by this Agreement, (ii) in the event that prior notification to or approval of any other regulatory authority in the United States U.S. or elsewhere is necessary before the Stock Option may be exercisedexercised or Transfer Shares may be purchased, complying with its obligations thereunder and cooperating with Grantee the other party or, in Grantee's the case of Barings, its designee, in preparing and processing the required notices or applications) applications in order to permit Grantee Barings or its designee to exercise the Stock Option and purchase Option Shares pursuant to such exerciseexercise or purchase Transfer Shares following delivery of a Notice of Proposed Transfer, and (iii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement. (d) The parties agree that Grantee Barings or its designee would be irreparably damaged if for any reason the Issuer failed, in breach of its obligations hereunder, GTS failed to issue sell and deliver any of the Option Shares shares of Company Common Stock deliverable pursuant to Section 3 hereof (or other securities or property deliverable pursuant to Section 5 hereof) upon exercise of the Stock Option or following delivery of a Notice of Proposed Transfer, as applicable, or to perform any of its other obligations under this Agreement, and that Grantee Barings or its designee would not have an adequate remedy at law for money damages in such event. Accordingly, Grantee Barings or its designee shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of this Agreement by the IssuerGTS. Accordingly, if Grantee Barings or its designee should institute an action or proceeding seeking specific enforcement of the provisions hereof, GTS hereby waives the Issuerclaim or defense that Barings or its designee has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. GTS further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. This provision is without prejudice to any other rights that Barings or its designee may have against GTS for any failure to perform its obligations under this Agreement.