IN ANY MANNER PERMITTED BY LAW.
NOTHING
CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW.
IN THE EVENT THAT ANY PROVISION OF THIS NOTE IS
INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH
PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT
THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE OR RULE OF
LAW.
ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW
SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS
NOTE.
NOTHING CONTAINED HEREIN SHALL BE DEEMED OR OPERATE TO PRECLUDE THE
HOLDER FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION AGAINST THE COMPANY IN
ANY OTHER JURISDICTION TO COLLECT ON THE COMPANY'S OBLIGATIONS TO THE HOLDER, TO
REALIZE ON ANY COLLATERAL OR ANY OTHER SECURITY FOR SUCH OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT RULING IN FAVOR OF THE HOLDER.
THE COMPANY
HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.
(28)
SEVERABILITY. IF ANY PROVISION OF THIS NOTE IS
PROHIBITED BY LAW OR OTHERWISE DETERMINED TO BE INVALID OR UNENFORCEABLE BY A
COURT OF COMPETENT JURISDICTION, THE PROVISION THAT WOULD OTHERWISE BE
PROHIBITED, INVALID OR UNENFORCEABLE SHALL BE DEEMED AMENDED TO APPLY TO THE
BROADEST EXTENT THAT IT WOULD BE VALID AND ENFORCEABLE, AND THE INVALIDITY OR
UNENFORCEABILITY OF SUCH PROVISION SHALL NOT AFFECT THE VALIDITY OF THE
REMAINING PROVISIONS OF THIS NOTE SO LONG AS THIS NOTE AS SO MODIFIED CONTINUES
TO EXPRESS, WITHOUT MATERIAL CHANGE, THE
32
ORIGINAL INTENTIONS OF THE PARTIES AS TO THE SUBJECT MATTER HEREOF AND THE
PROHIBITED NATURE, INVALIDITY OR UNENFORCEABILITY OF THE PROVISION(S) IN
QUESTION DOES NOT SUBSTANTIALLY IMPAIR THE RESPECTIVE EXPECTATIONS OR RECIPROCAL
OBLIGATIONS OF THE PARTIES OR THE PRACTICAL REALIZATION OF THE BENEFITS THAT
WOULD OTHERWISE BE CONFERRED UPON THE PARTIES.
THE PARTIES WILL ENDEAVOR IN
GOOD FAITH NEGOTIATIONS TO REPLACE THE PROHIBITED, INVALID OR UNENFORCEABLE
PROVISION(S) WITH A VALID PROVISION(S), THE EFFECT OF WHICH COMES AS CLOSE AS
POSSIBLE TO THAT OF THE PROHIBITED, INVALID OR UNENFORCEABLE PROVISION(S).
(29)
CERTAIN DEFINITIONS.
FOR PURPOSES OF THIS NOTE,
THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING MEANINGS:
(A)
"AFFILIATE" OF ANY PERSON MEANS ANY OTHER
PERSON CONTROLLING, CONTROLLED BY, OR UNDER COMMON CONTROL WITH SUCH PARTICULAR
PERSON, WHERE "CONTROL" MEANS THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE
POWER TO DIRECT THE MANAGEMENT AND POLICIES OF A PERSON WHETHER THROUGH THE
OWNERSHIP OF VOTING SECURITIES, CONTRACT, OR OTHERWISE.
(B)
"APPROVED STOCK PLAN" MEANS ANY EMPLOYEE
BENEFIT PLAN OR AGREEMENT WHICH HAS BEEN OR HEREAFTER IS APPROVED BY THE BOARD
OF DIRECTORS OF THE COMPANY, PURSUANT TO WHICH THE COMPANY'S SECURITIES MAY BE
ISSUED TO ANY CONSULTANT, EMPLOYEE, OFFICER OR DIRECTOR FOR SERVICES PROVIDED TO
THE COMPANY.
(C)