AMENDED OR WAIVED IF,
AND ONLY IF, SUCH AMENDMENT OR WAIVER IS IN WRITING AND SIGNED, IN THE CASE OF
AN AMENDMENT, BY THE COMPANY AND THE SHAREHOLDERS, OR IN THE CASE OF A WAIVER,
BY THE PARTY AGAINST WHOM THE WAIVER IS TO BE EFFECTIVE.
THE FAILURE OF ANY
PARTY HERETO TO EXERCISE ANY RIGHT, POWER OR REMEDY PROVIDED UNDER THIS
AGREEMENT OR OTHERWISE AVAILABLE IN RESPECT HEREOF AT LAW OR IN EQUITY, OR TO
INSIST UPON COMPLIANCE BY ANY OTHER PARTY HERETO WITH HIS OR ITS OBLIGATIONS
HEREUNDER, AND ANY CUSTOM OR PRACTICE OF THE PARTIES AT VARIANCE WITH THE TERMS
HEREOF, SHALL NOT CONSTITUTE A WAIVER BY SUCH PARTY OF HIS OR ITS RIGHT TO
EXERCISE ANY SUCH OR OTHER RIGHT, POWER OR REMEDY OR TO DEMAND SUCH COMPLIANCE.
SECTION 6.4
SUCCESSORS AND ASSIGNS; SHARE TRANSFERS.
(A)
NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS, INTERESTS OR
OBLIGATIONS HEREUNDER SHALL BE ASSIGNED BY ANY OF THE PARTIES HERETO (WHETHER BY
OPERATION OF LAW OR OTHERWISE) WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTIES.
SUBJECT TO THE PRECEDING SENTENCE, THIS AGREEMENT SHALL BE BINDING
UPON AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, INCLUDING ANY CORPORATE SUCCESSOR BY MERGER OR
OTHERWISE, AND ANY TRANSFEREE OF SHARES THAT IS A TRUST WHICH HAS THE SAME
TRUSTEES AS THE SHAREHOLDERS (EACH AN "AFFILIATED TRUST").
(B)
THE COMPANY AGREES TO USE ITS COMMERCIALLY REASONABLY EFFORTS TO
ASSIST THE SHAREHOLDERS, AND TO CAUSE ITS TRANSFER AGENT TO ASSIST THE
SHAREHOLDER, WITH TRANSFERS OF SHARES TO AN AFFILIATED TRUST OR AMONG AFFILIATED
TRUSTS, IN EACH CASE WHETHER IN CERTIFICATED FORM OR BY ELECTRONIC BOOK ENTRY.
NOTWITHSTANDING ANY TRANSFER OF SHARES TO AN AFFILIATED TRUST, THE TRANSFEROR
SHALL REMAIN LIABLE FOR THE PERFORMANCE OF ALL OBLIGATIONS OF TRANSFEROR UNDER
THIS AGREEMENT.
SECTION 6.5
NO THIRD PARTY BENEFICIARIES.
NOTHING EXPRESSED OR
REFERRED TO IN THIS AGREEMENT WILL BE CONSTRUED TO GIVE ANY PERSON, OTHER THAN
THE PARTIES TO THIS AGREEMENT, ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM
UNDER OR WITH RESPECT TO THIS AGREEMENT OR ANY
8
PROVISION OF THIS AGREEMENT EXCEPT AS SUCH RIGHTS AS MAY INURE TO A SUCCESSOR OR
PERMITTED ASSIGNEE UNDER SECTION 6.4.
SECTION 6.6
NO PARTNERSHIP, AGENCY, OR JOINT VENTURE.
THIS
AGREEMENT IS INTENDED TO CREATE, AND CREATES, A CONTRACTUAL RELATIONSHIP AND IS
NOT INTENDED TO CREATE, AND DOES NOT CREATE, ANY AGENCY, PARTNERSHIP, JOINT
VENTURE OR ANY LIKE RELATIONSHIP BETWEEN THE PARTIES HERETO.
SECTION 6.7
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE
ATTACHMENT HERETO) CONSTITUTES THE ENTIRE AGREEMENT, AND SUPERSEDES ALL OTHER
PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, BETWEEN THE PARTIES,
OR ANY OF THEM, WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF.
SECTION 6.8
SEVERABILITY.
ANY TERM OR PROVISION OF THIS AGREEMENT
WHICH IS INVALID OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO THAT
JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY OR
UNENFORCEABILITY WITHOUT RENDERING INVALID OR UNENFORCEABLE THE REMAINING TERMS
AND PROVISIONS