SUCH RIGHT.
NOTWITHSTANDING THE FOREGOING, A
WAIVER OR CONSENT TO DEPART FROM THE PROVISIONS HEREOF WITH RESPECT TO A MATTER
THAT RELATES EXCLUSIVELY TO THE RIGHTS OF INVESTORS UNDER ARTICLE VI MAY BE
GIVEN BY INVESTORS HOLDING AT LEAST A MAJORITY OF THE REGISTRABLE SECURITIES TO
WHICH SUCH WAIVER OR CONSENT RELATES.
7.6
CONSTRUCTION.
THE HEADINGS HEREIN ARE FOR CONVENIENCE ONLY, DO NOT
CONSTITUTE A PART OF THIS AGREEMENT AND SHALL NOT BE DEEMED TO LIMIT OR AFFECT
ANY OF THE PROVISIONS HEREOF.
THE LANGUAGE USED IN THIS AGREEMENT WILL BE
DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO EXPRESS THEIR MUTUAL INTENT,
AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED AGAINST ANY PARTY.
7.7
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND PERMITTED ASSIGNS.
THE
COMPANY MAY NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE INVESTORS.
ANY INVESTOR MAY ASSIGN ITS
RIGHTS UNDER THIS AGREEMENT TO ANY PERSON TO WHOM SUCH INVESTOR ASSIGNS OR
TRANSFERS (INCLUDING BY WAY OF DISTRIBUTION TO ITS MEMBERS, PARTNERS OR
STOCKHOLDERS) ANY SECURITIES, PROVIDED (I) SUCH TRANSFEROR AGREES IN WRITING
WITH THE TRANSFEREE OR ASSIGNEE TO ASSIGN SUCH RIGHTS, AND A COPY OF SUCH
AGREEMENT IS FURNISHED TO THE COMPANY AFTER SUCH ASSIGNMENT, (II) THE COMPANY IS
FURNISHED WITH WRITTEN NOTICE OF (X) THE NAME AND ADDRESS OF SUCH TRANSFEREE OR
ASSIGNEE AND (Y) THE REGISTRABLE SECURITIES WITH RESPECT TO WHICH SUCH
REGISTRATION RIGHTS ARE BEING TRANSFERRED OR ASSIGNED, (III) FOLLOWING SUCH
TRANSFER OR ASSIGNMENT, THE FURTHER DISPOSITION OF SUCH SECURITIES BY THE
TRANSFEREE OR ASSIGNEE IS RESTRICTED UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS, (IV) SUCH TRANSFEREE AGREES IN WRITING TO BE BOUND, WITH
RESPECT TO THE TRANSFERRED SECURITIES, BY THE PROVISIONS HEREOF THAT APPLY TO
THE "INVESTORS", AND (V) SUCH TRANSFER SHALL HAVE BEEN MADE IN ACCORDANCE WITH
THE APPLICABLE REQUIREMENTS OF THIS AGREEMENT AND WITH ALL LAWS APPLICABLE
THERETO.
7.8
NO THIRD-PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED FOR THE BENEFIT
OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS AND
IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED BY, ANY
OTHER PERSON, EXCEPT THAT EACH INDEMNIFIED PARTY IS AN INTENDED THIRD PARTY
BENEFICIARY OF SECTION 6.4 AND (IN EACH CASE) MAY ENFORCE THE PROVISIONS OF SUCH
SECTION DIRECTLY AGAINST THE PARTIES WITH OBLIGATIONS THEREUNDER.
7.9
GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.
THE CORPORATE LAWS OF THE
STATE OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE
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RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS.
ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
THE COMPANY AND INVESTORS HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK,
BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY