INCURRED IN CONNECTION WITH THE PRE-MERGER
NOTIFICATION AND REPORT FORMS UNDER THE HSR ACT, TO THE EXTENT APPLICABLE TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
8.9
TITLES AND SUBTITLES. THE TITLES AND SUBTITLES
USED IN THIS AGREEMENT ARE USED FOR CONVENIENCE ONLY AND ARE NOT CONSIDERED IN
CONSTRUING OR INTERPRETING THIS AGREEMENT.
19
8.10
CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE
SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF
SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES
IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE
CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE
EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS
SO EXEMPT.
8.11
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
8.12
DELAYS OR OMISSIONS. NO DELAY OR OMISSION TO
EXERCISE ANY RIGHT, POWER OR REMEDY ACCRUING TO THE COMPANY OR TO THE PURCHASER
SHALL IMPAIR ANY SUCH RIGHT, POWER OR REMEDY OF THE COMPANY OR THE PURCHASER,
NOR SHALL IT BE CONSTRUED TO BE A WAIVER OF ANY BREACH OR DEFAULT UNDER THE
STOCK AGREEMENTS, OR AN ACQUIESCENCE THEREIN OR IN ANY SIMILAR BREACH OR DEFAULT
THEREAFTER OCCURRING; NOR SHALL ANY DELAY OR OMISSION TO EXERCISE ANY RIGHT,
POWER OR REMEDY OR ANY WAIVER OF ANY SINGLE BREACH OR DEFAULT BE DEEMED A WAIVER
OF ANY OTHER RIGHT, POWER OR REMEDY OR BREACH OR DEFAULT THERETOFORE OR
THEREAFTER OCCURRING. ALL REMEDIES, UNDER THE STOCK AGREEMENTS, OR BY LAW
OTHERWISE AFFORDED TO THE COMPANY OR THE PURCHASER, SHALL BE CUMULATIVE AND NOT
ALTERNATIVE.
8.13
SUBMISSION TO JURISDICTION. EACH OF PARTIES
IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT HEREOF
BROUGHT BY THE OTHER PARTY HERETO OR ITS SUCCESSORS OR ASSIGNS SHALL BE BROUGHT
AND DETERMINED IN THE CHANCERY OR OTHER COURTS OF THE STATE OF DELAWARE, AND
EACH OF PARTIES HEREBY IRREVOCABLY SUBMITS WITH REGARD TO ANY SUCH ACTION OR
PROCEEDING FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, TO THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.
8.14
WAIVER OF JURY TRIAL. EACH PURCHASER AND THE COMPANY
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE ACTIONS OF PURCHASER AND THE COMPANY
IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.
8.15
OTHER REMEDIES. EXCEPT AS OTHERWISE PROVIDED HEREIN,
ANY AND ALL REMEDIES HEREIN EXPRESSLY CONFERRED UPON A PARTY WILL BE DEEMED
CUMULATIVE WITH AND NOT EXCLUSIVE OF ANY OTHER REMEDY CONFERRED HEREBY, OR BY
LAW OR EQUITY UPON SUCH PARTY,