only one occasion during each twelve (12) consecutive month
period that the Registration Statement remains effective.
The Company may
impose stop transfer instructions to enforce any required agreement of the
Holders under this Section 6(e).
(F)
NOTICES.
ANY AND ALL NOTICES OR OTHER COMMUNICATIONS OR
DELIVERIES REQUIRED OR PERMITTED TO BE PROVIDED HEREUNDER SHALL BE IN WRITING
AND SHALL BE DEEMED GIVEN AND EFFECTIVE ON THE EARLIEST OF (I) THE DATE OF
TRANSMISSION,
12
IF SUCH NOTICE OR COMMUNICATION IS DELIVERED VIA FACSIMILE AT THE FACSIMILE
NUMBER PROVIDED FOR BELOW PRIOR TO 5:00 P.M. (NEW YORK CITY TIME) ON A BUSINESS
DAY, (II) THE BUSINESS DAY AFTER THE DATE OF TRANSMISSION, IF SUCH NOTICE OR
COMMUNICATION IS DELIVERED VIA FACSIMILE AT THE FACSIMILE NUMBER PROVIDED FOR
BELOW LATER THAN 5:00 P.M. (NEW YORK CITY TIME) ON ANY DATE AND EARLIER THAN
11:59 P.M. (NEW YORK CITY TIME) ON SUCH DATE, (III) THE BUSINESS DAY FOLLOWING
THE DATE OF MAILING, IF SENT BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE,
OR (IV) UPON ACTUAL RECEIPT BY THE PARTY TO WHOM SUCH NOTICE IS REQUIRED TO BE
GIVEN.
THE ADDRESS AND DELIVERY REQUIREMENTS FOR SUCH NOTICES AND
COMMUNICATIONS SHALL BE AS SET FORTH IN THE PURCHASE AGREEMENT.
(G)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE SUCCESSORS AND PERMITTED ASSIGNS OF EACH OF THE
PARTIES AND SHALL INURE TO THE BENEFIT OF EACH HOLDER.
THE COMPANY MAY NOT
ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF
ALL OF THE HOLDERS OF THE THEN-OUTSTANDING REGISTRABLE SECURITIES, PROVIDED A
SALE OF THE COMPANY SHALL NOT BE DEEMED AN ASSIGNMENT.
EACH HOLDER MAY ASSIGN
THEIR RESPECTIVE RIGHTS HEREUNDER IN THE MANNER AND TO THE PERSONS AS PERMITTED
UNDER THE PURCHASE AGREEMENT.
(H)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL
AND, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
IN THE EVENT THAT ANY SIGNATURE IS DELIVERED BY FACSIMILE TRANSMISSION, SUCH
SIGNATURE SHALL CREATE A VALID BINDING OBLIGATION OF THE PARTY EXECUTING (OR ON
WHOSE BEHALF SUCH SIGNATURE IS EXECUTED) THE SAME WITH THE SAME FORCE AND EFFECT
AS IF SUCH FACSIMILE SIGNATURE WERE THE ORIGINAL THEREOF.
(I)
GOVERNING LAW.
ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
(J)
CUMULATIVE REMEDIES.
THE REMEDIES PROVIDED HEREIN ARE CUMULATIVE
AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW.
(K)
SEVERABILITY. IF ANY TERM, PROVISION, COVENANT OR RESTRICTION OF
THIS AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID,
ILLEGAL, VOID OR UNENFORCEABLE, THE REMAINDER OF THE TERMS, PROVISIONS,
COVENANTS AND RESTRICTIONS SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL IN NO WAY BE AFFECTED, IMPAIRED