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Hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the interpretation of this Agreement. 13 A quot;Change of Controlquot; shall be deemed to have occurred if (A) any quot;personquot; (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the quot;Exchange Actquot;), is or becomes the quot;beneficial ownerquot; (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 25 or more of the combined voting power of then outstanding securities; or (B) the stockholders approve a merger or consolidation with or into any other corporation, other than a merger or consolidation which would result in the voting securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80 of the combined voting power of the voting securities of such surviving entity outstanding immediately after such merger or consolidation, or the stockholders approve a plan of complete liquidation or an agreement for the sale or disposition of all or substantially all assets. Assignment; Change of Control; Partial Assignment. (a)Neither Party shall transfer or assign this Agreement, in whole or in part, without the prior written consent of the other Party (which shall not be unreasonably withheld), except that.

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