or assign of the Company (whether by amalgamation, merger, consolidation, sale of assets, or otherwise) that may be issued in respect of, in exchange for, or in substitution of such Shares, and shall be appropriately adjusted for any issue of bonus shares, splits, reverse splits, combinations, recapitalizations, and the like occurring after the date hereof.
(h) 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.
(i) Attorneys Fees. In any action or proceeding brought to enforce any provision of this Agreement, the successful Party shall be entitled to recover reasonable attorneys fees and expenses in addition to any other available remedy.
(j) 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.
(k) Amendment. Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only by the written consent of the Company and the Carlyle Shareholders. Notwithstanding the foregoing, if any such amendment or waiver would materially adversely affect the rights or obligations of the Management Shareholders, then such amendment or waiver shall require the prior written consent of the Management Shareholders holding a majority of the Shares then held by all Management Shareholders. Any amendment or waiver effected in accordance with this Section 6(k) shall be binding upon the Company, the Carlyle Shareholders and their successors and assigns and the Management Shareholders and their successors and assigns. At any time hereafter, additional Management Shareholders may be made parties hereto 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. Notwithstanding the foregoing, (i) effective on the date hereof, the Parties hereby amend and restate the Original Agreement in the form hereof, (ii) the Parties acknowledge that the Exchange and the entry into this Agreement are in contemplation of the IPO and (iii) if the Carlyle Shareholders or the Company make a determination, each in their sole discretion, to terminate or no longer pursue the IPO after the date hereof, the Company and the Carlyle Shareholders will be permitted to amend this Agreement to include provisions that are substantially comparable to Sections 2, 3, 5, 9(g) and 9(m) of the Original Agreement.
(l) Tax Withholding. The Company, the Carlyle Shareholders and any Third Party Purchasers, as applicable, shall be entitled to require payment in cash or deduction from other compensation payable to any Shareholder of any sums required by federal, state, or local tax law to be withheld with respect to the issuance, vesting, exercise, purchase, repurchase, or cancellation of any Share or any Option. Each Management Shareholder shall provide the