THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS ANY RIGHTS, REMEDIES, OBLIGATIONS OR
LIABILITIES UNDER OR BY REASON OF THIS AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED
IN THIS AGREEMENT.
NEITHER PARTY MAY ASSIGN ITS RIGHTS OR OBLIGATIONS UNDER
THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY; PROVIDED,
HOWEVER, THAT EACH AGENT MAY ASSIGN ITS RIGHTS AND OBLIGATIONS HEREUNDER TO AN
AFFILIATE THEREOF WITHOUT OBTAINING THE COMPANY'S CONSENT.
15.
ADJUSTMENTS FOR STOCK SPLITS.
THE PARTIES
ACKNOWLEDGE AND AGREE THAT ALL SHARE-RELATED NUMBERS CONTAINED IN THIS AGREEMENT
SHALL BE ADJUSTED TO TAKE INTO ACCOUNT ANY STOCK SPLIT, STOCK DIVIDEND OR
SIMILAR EVENT EFFECTED WITH RESPECT TO THE SHARES.
16.
ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY.
THIS AGREEMENT (INCLUDING ALL SCHEDULES AND EXHIBITS ATTACHED HERETO AND
PLACEMENT NOTICES ISSUED PURSUANT HERETO) CONSTITUTES THE ENTIRE AGREEMENT AND
SUPERSEDES ALL OTHER PRIOR AND CONTEMPORANEOUS AGREEMENTS AND UNDERTAKINGS, BOTH
WRITTEN AND ORAL, AMONG THE PARTIES HERETO WITH REGARD TO THE SUBJECT MATTER
HEREOF.
NEITHER THIS AGREEMENT NOR ANY TERM HEREOF MAY BE AMENDED EXCEPT
PURSUANT TO A WRITTEN INSTRUMENT EXECUTED BY THE COMPANY AND EACH AGENT.
IN THE
EVENT THAT ANY ONE OR MORE
29
OF THE PROVISIONS CONTAINED HEREIN, OR THE APPLICATION THEREOF IN ANY
CIRCUMSTANCE, IS HELD INVALID, ILLEGAL OR UNENFORCEABLE AS WRITTEN BY A COURT OF
COMPETENT JURISDICTION, THEN SUCH PROVISION SHALL BE GIVEN FULL FORCE AND EFFECT
TO THE FULLEST POSSIBLE EXTENT THAT IT IS VALID, LEGAL AND ENFORCEABLE, AND THE
REMAINDER OF THE TERMS AND PROVISIONS HEREIN SHALL BE CONSTRUED AS IF SUCH
INVALID, ILLEGAL OR UNENFORCEABLE TERM OR PROVISION WAS NOT CONTAINED HEREIN,
BUT ONLY TO THE EXTENT THAT GIVING EFFECT TO SUCH PROVISION AND THE REMAINDER OF
THE TERMS AND PROVISIONS HEREOF SHALL BE IN ACCORDANCE WITH THE INTENT OF THE
PARTIES AS REFLECTED IN THIS AGREEMENT.
17.
APPLICABLE LAW; CONSENT TO JURISDICTION.
THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
LAWS.
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
OF THE STATE AND FEDERAL COURTS SITTING IN NEW YORK, NEW YORK, FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION
CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN
ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER.
EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE
OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR
PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT
UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.
NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT