in this Agreement, or (3) any
certificate delivered pursuant to or in connection with (1) or (2).
8.8
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
IDENTICAL COUNTERPARTS AND BY FACSIMILE, EACH OF WHICH SHALL BE DEEMED AN
ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME AGREEMENT. ANY
SIGNATURE THAT IS DELIVERED BY FACSIMILE TRANSMISSION SHALL BE VALID AND
BINDING, WITH THE SAME FORCE AND EFFECT AS IF AN ORIGINAL, MANUALLY SIGNED
COUNTERPART.
8.9.
SEVERABILITY. IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT IS
UNENFORCEABLE, THE REMAINING PROVISIONS SHALL CONTINUE IN FULL FORCE AND EFFECT.
8.10.
SECTION HEADINGS, ETC. THE TITLES AND SUBTITLES USED IN THIS
AGREEMENT ARE USED FOR CONVENIENCE ONLY AND ARE NOT CONSIDERED IN CONSTRUING OR
INTERPRETING THIS AGREEMENT. AS USED HEREIN, ANY GENDER SHALL INCLUDE ALL OTHER
GENDERS, AND THE SINGULAR SHALL INCLUDE THE PLURAL AND VICE VERSA. THE TERMS
"INCLUDE," "INCLUDING" AND SIMILAR TERMS SHALL MEAN INCLUDE WITHOUT LIMITATION,
WHETHER BY ENUMERATION OR OTHERWISE.
8.11.
FURTHER ASSURANCES. EACH PARTY SHALL DO AND PERFORM, OR CAUSE TO BE
DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND SHALL EXECUTE AND
DELIVER ALL SUCH OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND DOCUMENTS, AS
THE OTHER PARTIES MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE INTENT AND
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
8.12.
CONFIDENTIALITY. ALL MATERIAL, NON-PUBLIC INFORMATION DISCLOSED BY
THE COMPANY TO PURCHASERS PURSUANT TO THIS AGREEMENT OR OTHERWISE SHALL BE HELD
STRICTLY CONFIDENTIAL AND USED BY PURCHASERS SOLELY FOR EVALUATING PURCHASES OF
SHARES IN THIS OFFERING, PROVIDED THIS OBLIGATION SHALL NOT APPLY TO ANY
INFORMATION THAT IS GENERALLY AVAILABLE TO THE PUBLIC OR BECOMES AVAILABLE TO
THE PUBLIC WITHOUT ANY DISCLOSURE BY PURCHASERS. THE PROVISIONS OF THIS SECTION
8.12 SHALL NOT IN ANY WAY AMEND OR SUPERSEDE THE PROVISIONS OF ANY OTHER
CONFIDENTIALITY, NON-DISCLOSURE OR SIMILAR AGREEMENT WITH THE COMPANY TO WHICH
PURCHASERS ARE BOUND.
8.13.
Entire Agreement; Amendment. This Agreement and the Registration
Rights Agreement and the other documents contemplated therein constitute the
entire understanding and agreement between Purchasers and the Company with
regard to the subject matter. Except as expressly provided herein, this
Agreement, any of the other Agreements or any term hereof may be amended,
modified, waived or discharged only by a written instrument signed by the party
waiving any term, condition, or right or remedy that benefits it hereunder.
8.14.
Public Statements or Releases. Neither the Company nor any
Purchasers shall make any public announcement with respect to the existence or
terms of this Agreement or the transactions provided for herein without the
prior approval of the other parties, which shall not be unreasonably withheld or
delayed. Notwithstanding the foregoing, nothing in this Section 8.14 shall
prevent any party from making any public announcement it considers necessary in
order to satisfy its obligations under the law or the rules of any national
securities exchange or Nasdaq; provided such party, to the extent
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practicable, provides the