(f) Recapitalization, Exchange, Etc. Affecting the Companys Stock. Nothing in this Agreement shall prevent the Company (subject to Board approval) from effecting the Conversion, any recapitalization, corporate reorganization, corporate inversion involving the creation of one or more holding companies and/or holding company subsidiaries, or similar transaction. The provisions of this Agreement shall apply, to the full extent set forth herein, with respect to any and all shares of Common Stock, and all of the other shares of capital stock of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, business combination or otherwise) that may be issued in respect of, in exchange for, or in substitution of such Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations, and the like occurring after the date hereof.
(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
(h) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby.
(i) Amendment. This Agreement may be amended, modified or waived by resolution of the Board provided the amendment, modification or waiver has been approved by the Principal Stockholders, and, if such amendment, modification or waiver disproportionately and materially adversely affects the Management Stockholders, has been approved by Restricted Shares representing a majority of the Restricted Shares on a fully diluted basis; provided that, notwithstanding the foregoing, such approval shall be required if the amendment, modification or waiver (i) adversely affects the economic rights or interests of the Management Stockholders, or (ii) disproportionately adversely affects the non-economic rights or interests of the Management Stockholders other than in a de minimis manner. At any time hereafter, additional Management Stockholders may be made parties hereto, subject to approval by the Board, by executing a signature page in the form attached as Exhibit A hereto, which signature page shall be countersigned by the Company and shall be attached to this Agreement and become a part hereof without any further action of any other Party hereto.
(j ) Tax Withholding. The Company shall be entitled to require payment in cash or deduction from other compensation payable to any Management Stockholder of any sums required by federal, state, or local tax law to be withheld with respect to the issuance, vesting, exercise, repurchase, or cancellation of any Restricted Share or any option to purchase Restricted Shares.
(k) No Employment Rights. Nothing contained in this Agreement (i) obligates the Company or any affiliate of the Company to employ any Management Stockholder in any capacity whatsoever; or (ii) prohibits or restricts the Company or any affiliate of the Company from terminating the employment, if any, of any Management Stockholder at any time or for any reason whatsoever and each Management Stockholder hereby acknowledges and