OF OR BE BINDING UPON A SUCCESSOR OR ASSIGN OF A HOLDER UNLESS AND
EXCEPT TO THE EXTENT SUCH SUCCESSOR OR ASSIGN HOLDS REGISTRABLE SECURITIES.
(F)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE PARTIES HERETO IN SEPARATE COUNTERPARTS, INCLUDING VIA
FACSIMILE, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND
ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
(G)
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
(H)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.
EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS SITTING IN MANHATTAN, NEW
YORK CITY, THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
(I)
SEVERABILITY.
IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID,
ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS,
COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED OR INVALIDATED, AND THE PARTIES
HERETO SHALL USE THEIR BEST EFFORTS TO FIND AND EMPLOY AN ALTERNATIVE MEANS TO
ACHIEVE THE SAME OR SUBSTANTIALLY THE SAME RESULT AS THAT CONTEMPLATED BY SUCH
TERM, PROVISION, COVENANT OR RESTRICTION.
IT IS HEREBY STIPULATED AND DECLARED
TO BE THE INTENTION OF THE PARTIES THAT THEY WOULD HAVE EXECUTED THE REMAINING
TERMS, PROVISIONS, COVENANTS AND RESTRICTIONS WITHOUT INCLUDING ANY OF SUCH THAT
MAY BE HEREAFTER DECLARED INVALID, ILLEGAL, VOID OR UNENFORCEABLE.
(J)
SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES.
WHENEVER THE
CONSENT OR APPROVAL OF HOLDERS OF A SPECIFIED PERCENTAGE OF THE REGISTRABLE
SECURITIES IS REQUIRED HEREUNDER, REGISTRABLE SECURITIES HELD BY THE COMPANY OR
ITS AFFILIATES (AS SUCH TERM IS DEFINED IN RULE 405 UNDER THE SECURITIES ACT)
OTHER THAN THE INITIAL SHAREHOLDER OR HOLDERS DEEMED TO BE AFFILIATES SOLELY BY
REASON OF THEIR HOLDINGS OF SUCH REGISTRABLE SECURITIES SHALL NOT BE COUNTED
20
IN DETERMINING WHETHER SUCH CONSENT OR APPROVAL WAS GIVEN BY THE HOLDERS OF SUCH
REQUIRED PERCENTAGE; PROVIDED THAT REGISTRABLE SECURITIES THAT THE COMPANY OR AN
AFFILIATE OF THE COMPANY OFFERS TO PURCHASE OR ACQUIRES PURSUANT TO AN OFFER,
EXCHANGE OFFER, TENDER OFFER OR OTHERWISE SHALL NOT BE DEEMED TO BE HELD BY THE
COMPANY OR SUCH AFFILIATE UNTIL LEGAL TITLE TO SUCH REGISTRABLE SECURITIES
PASSES TO THE COMPANY OR SUCH AFFILIATE, AS THE CASE MAY BE.
(K)
THIRD-PARTY BENEFICIARIES.
HOLDERS OF REGISTRABLE SECURITIES ARE
INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT AND THIS AGREEMENT MAY BE
ENFORCED BY SUCH PERSONS.
(L)
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE STOCK PURCHASE