I, WITH A COPY TO [
].
or, in any such case, at such other address or addresses as shall have been
furnished in writing by such party to the others.
SECTION 6.06.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA
WITHOUT REGARD FOR CONFLICTS OF LAWS OR CHOICE OF LAWS PRINCIPLES.
SECTION 6.07.
ENTIRE AGREEMENT.
THIS AGREEMENT, INCLUDING THE SCHEDULES AND
EXHIBITS HERETO, ALONG WITH THE NOTES, THE WARRANTS AND THE SECURITY AND PLEDGE
AGREEMENT, CONSTITUTES THE SOLE AND ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF.
ALL SCHEDULES AND EXHIBITS HERETO ARE HEREBY
INCORPORATED HEREIN BY REFERENCE.
THERE ARE NO OTHER AGREEMENTS OF THE PARTIES
AND NO PARTY IS RELYING ON ANY REPRESENTATIONS OF THE OTHER NOT
17
EXPRESSLY SET FORTH HEREIN.
ALL SCHEDULES AND EXHIBITS HEREBY ARE HEREBY
INCORPORATED HEREIN BY REFERENCE.
SECTION 6.08.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 6.09.
AMENDMENTS.
THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED, AND
NO PROVISIONS HEREOF MAY BE WAIVED, WITHOUT THE WRITTEN CONSENT OF THE COMPANY
AND THE HOLDERS OF AT LEAST A MAJORITY OF THE OUTSTANDING PRINCIPAL AMOUNT OF
THE NOTES AND AT LEAST A MAJORITY OF THE OUTSTANDING SHARES OF CAPITAL STOCK OF
THE COMPANY ISSUED OR ISSUABLE UPON EXERCISE OF THE WARRANTS.
SECTION 6.10.
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE
DECLARED VOID OR UNENFORCEABLE BY ANY JUDICIAL OR ADMINISTRATIVE AUTHORITY, THE
VALIDITY OF ANY OTHER PROVISION AND OF THE ENTIRE AGREEMENT SHALL NOT BE
AFFECTED THEREBY.
SECTION 6.11.
TITLES AND SUBTITLES.
THE TITLES AND SUBTITLES USED IN THIS
AGREEMENT ARE FOR CONVENIENCE ONLY AND ARE NOT TO BE CONSIDERED IN CONSTRUING OR
INTERPRETING ANY TERM OR PROVISION OF THIS AGREEMENT.
SECTION 6.12.
NO PUBLICITY.
EXCEPT AS EXPRESSLY PROVIDED BELOW, NO PARTY
SHALL MAKE, ISSUE OR RELEASE ANY PUBLIC ANNOUNCEMENT, PRESS RELEASE, STATEMENT
OR ACKNOWLEDGMENT (COLLECTIVELY, "PUBLIC ANNOUNCEMENT") OF THE EXISTENCE OF, OR
REVEAL PUBLICLY THE TERMS, CONDITIONS AND STATUS OF, THE TRANSACTIONS
CONTEMPLATED HEREBY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY AS TO
THE CONTENT AND TIME OF RELEASE OF AND THE MEDIA IN WHICH SUCH PUBLIC
ANNOUNCEMENT IS TO BE MADE; PROVIDED, HOWEVER, THAT IN THE CASE OF A PUBLIC
ANNOUNCEMENT WHICH A PARTY IS REQUIRED BY LAW TO MAKE, ISSUE OR RELEASE, THE
MAKING, ISSUING OR RELEASING OF ANY SUCH PUBLIC ANNOUNCEMENT, BY A PARTY SO
REQUIRED TO DO SO SHALL NOT CONSTITUTE A BREACH IF SUCH PARTY HAS GIVEN, TO THE
EXTENT REASONABLY POSSIBLE, NOT LESS THAN TWO (2) BUSINESS DAYS PRIOR NOTICE TO
THE OTHER PARTY, AND HAS ATTEMPTED, TO THE EXTENT REASONABLY POSSIBLE, TO ALLOW
THE OTHER PARTY TO REVIEW AND APPROVE SUCH PUBLIC ANNOUNCEMENT; PROVIDED
FURTHER, HOWEVER, THAT UPON THE COMPANY'S MAKING OF PUBLIC ANNOUNCEMENT
REGARDING THE EXISTENCE OF, OR THE