(a) Election, replacement or removal of members of the Board of Directors of the Company;
(b) Amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), including for the purpose of a reclassification or recapitalization;
(c) Amendments to the Bylaws of the Company;
(d) Mergers involving the Company or any sale or other disposition of all or substantially all of the Company’s assets;
(e) Acquisitions by the Company or its subsidiaries; and
(f) Adoption by the Company of a rights plan or similar takeover defensive arrangements, or amendments thereof.
2. Additional Agreements.
2.1 Stock Splits, Dividends, Etc. In the event of any issuance of shares of the Company’s capital stock hereafter to any Stockholder (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like) in relation to its Shares, such additional shares shall automatically become subject to this Agreement.
2.2 Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Agreement by any party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives, and acknowledges that there is not, any claim or defense that there is an adequate remedy at law for such breach or threatened breach.
2.3 Proxyholder Liability. In voting each Stockholder’s Shares in accordance with Section 1.1, Proxyholder shall not be liable for any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything which Proxyholder may do or refrain from doing in good faith, nor shall any Founder have any accountability hereunder.
3. Transfer of Shares to Affiliates.
3.1 Transfer. As used herein, a “Transfer” shall be deemed to have occurred if a Stockholder (a) sells, pledges, encumbers, assigns, grants an option with respect to, transfers or disposes of any of its Shares or any interest in such Shares or (b) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, assignment of, grant of an option with respect to, transfer of or disposition of such Shares or any interest therein.
3.2 Transfer Restrictions. Each Stockholder shall not cause or permit any Transfer of any of its Shares or enter into any agreement, option or arrangement with respect to a Transfer unless as a precondition to such Transfer, the transferee agrees in a writing to be bound by all of the terms of this Agreement, and a draft of such writing shall be provided to the Founder and Company for review and comment prior and as a precondition to any such Transfer. No such Transfer shall constitute or result in a release of any transferor from any of its obligations under this Agreement.