the context requires otherwise, any agreements, documents,
instruments or laws defined or referred to in this Agreement will be deemed to
mean or refer to such agreements, documents, instruments or laws as from time to
time amended, modified or supplemented, including (i) in the case of agreements,
documents or instruments, by waiver or consent and (ii) in the case of laws, by
succession of comparable successor statutes. All references in this Agreement to
any particular law will be deemed to refer also to any rules and regulations
promulgated under that law.
This Agreement shall be construed without regard to
any presumption or rule requiring construction or interpretation against the
party drafting or causing any instrument to be drafted.
SECTION 4.06.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED AND DELIVERED
(INCLUDING BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION) IN ONE OR MORE
COUNTERPARTS, AND BY THE DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH
OF WHICH WHEN EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL BUT ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT
SECTION 4.07.
ENTIRE AGREEMENT.
THIS AGREEMENT (TOGETHER WITH THE MERGER
AGREEMENT) CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERTAKINGS, BOTH
WRITTEN AND ORAL, AMONG THE PARTIES, OR ANY OF THEM, WITH RESPECT TO THE SUBJECT
MATTER HEREOF.
SECTION 4.08.
GOVERNING LAW.
THIS AGREEMENT, THE RIGHTS OF THE PARTIES AND
ALL ACTIONS ARISING IN WHOLE OR IN PART HEREUNDER OR IN CONNECTION HEREWITH,
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE DOMESTIC SUBSTANTIVE
LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT
OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
OTHER JURISDICTION).
SECTION 4.09.
SPECIFIC PERFORMANCE; JURISDICTION; WAIVER OF JURY TRIAL.
THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF
THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR
SPECIFIC TERMS OR WERE OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE
PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF
THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS
AGREEMENT IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE OR, IF UNDER
APPLICABLE LAW EXCLUSIVE JURISDICTION OVER SUCH MATTER IS VESTED IN THE FEDERAL
COURTS, ANY COURT OF THE UNITED STATES LOCATED IN THE STATE OF DELAWARE, THIS
BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH SUCH PARTY IS ENTITLED AT LAW OR
IN EQUITY.
IN ADDITION, EACH OF THE PARTIES HERETO (I) CONSENTS TO SUBMIT
ITSELF TO THE PERSONAL JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF
DELAWARE OR ANY COURT OF THE UNITED STATES LOCATED IN THE STATE OF DELAWARE IN
THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, (II) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR
DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR