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9.2 Contracts or Transactions.
(a) No contract or transaction (or any amendment,
modification or termination thereof) between the Corporation and Parent or any
Related Entity or between the Corporation and one or more of the directors or
officers of the Corporation, Parent or any Related Entity, shall be void or
voidable solely for the reason that Parent, any Related Entity or any one or
more of the directors or officers of the Corporation, Parent or any Related
Entity are parties thereto, or solely because any such directors or officers
are present at or participate in the meeting of the board of directors or
committee thereof that authorizes the contract, transaction, amendment,
modification or termination or solely because his or their votes are counted
for such purpose but any such contract or transaction (or any amendment,
modification or termination thereof) shall be governed by the provisions of the
Corporation's bylaws, the laws of Delaware and other applicable law.
(b) Directors of the Corporation who are also directors
or officers of Parent or any Related Entity may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
that authorizes or approves any such contract or transaction (or amendment,
modification or termination thereof). Outstanding shares of Common Stock owned
by Parent and any Related Entities may be counted in determining the presence
of a quorum at a meeting of stockholders that authorizes or approves any such
contract or transaction (or amendment, modification or termination thereof).
(c) For purposes of this Article Nine, any contract or
transaction with any corporation, partnership, joint venture, association or
other entity in which the Corporation beneficially owns (directly or
indirectly) more than 50% of the outstanding voting stock, voting power,
partnership interest or similar voting interests, or with any officer or
director thereof, shall be deemed to be a contract or transaction with the
Corporation.
9.3 Alteration, Amendment, Change or Repeal. Notwithstanding
anything herein to the contrary, the foregoing provisions of this Article Nine
as they apply to Parent shall expire on the date that Parent ceases to own
beneficially Common Stock representing at least 20% of the combined voting
power of the Corporation's voting stock and no person who is a director or
officer of the Corporation is also a director or officer of Parent; provided,
however, that nothing in the foregoing provisions of this Article shall
contradict or limit the provisions set forth under Section 144 of the Delaware
Corporation Law. The alteration, amendment, change or repeal of any provision
of this Article shall not eliminate or reduce the effect of this Article in
respect of any matter occurring, or any cause of action, suit or claim that,
but for this Article, would accrue or arise, prior to such alteration,
amendment, repeal or adoption.
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