NOT SIGN THE SAME COUNTERPART.
(E)
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT AND THE PROXY
CONSTITUTES THE ENTIRE AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH
WRITTEN AND ORAL, AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS AGREEMENT MAY NOT BE CHANGED OR MODIFIED, EXCEPT BY AN AGREEMENT IN WRITING
SPECIFICALLY REFERENCING THIS AGREEMENT AND EXECUTED BY EACH OF PARENT AND
STOCKHOLDER; PROVIDED, HOWEVER, THAT THE COMPANY'S OBLIGATIONS HEREUNDER MAY NOT
BE CHANGED OR MODIFIED WITHOUT THE WRITTEN CONSENT OF THE COMPANY.
(F)
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT,
SHALL BE DETERMINED TO BE INVALID, UNLAWFUL, VOID OR UNENFORCEABLE TO ANY
EXTENT, THE REMAINDER OF THIS AGREEMENT SHALL NOT BE IMPAIRED OR OTHERWISE
AFFECTED AND SHALL CONTINUE TO BE VALID AND ENFORCEABLE TO THE FULLEST EXTENT
PERMITTED BY LAW.
(G)
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS
THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
THEREOF.
EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE EXCLUSIVE
JURISDICTION AND VENUE OF THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATE
COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF
CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR
FEDERAL COURT WITHIN THE STATE OF DELAWARE) IN CONNECTION WITH ANY MATTER BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREIN, AGREES
THAT PROCESS MAY BE SERVED UPON THEM IN ANY MANNER AUTHORIZED BY THE LAWS OF THE
STATE OF DELAWARE FOR SUCH PERSONS AND WAIVES AND COVENANTS NOT TO ASSERT OR
PLEAD ANY OBJECTION WHICH THEY MIGHT OTHERWISE HAVE TO SUCH JURISDICTION, VENUE
AND SUCH PROCESS.
(H)
RULES OF CONSTRUCTION.
THE PARTIES HERETO AGREE THAT THEY HAVE
BEEN REPRESENTED BY COUNSEL DURING THE NEGOTIATION AND EXECUTION OF THIS
AGREEMENT AND, THEREFORE, WAIVE THE APPLICATION OF ANY LAW, REGULATION, HOLDING
OR RULE OF CONSTRUCTION PROVIDING THAT AMBIGUITIES IN AN AGREEMENT OR OTHER
DOCUMENT WILL BE CONSTRUED AGAINST THE PARTY DRAFTING SUCH AGREEMENT OR
DOCUMENT.
(I)
REMEDIES.
THE PARTIES ACKNOWLEDGE THAT PARENT WILL BE
IRREPARABLY HARMED AND THAT THERE WILL BE NO ADEQUATE REMEDY AT LAW IN THE EVENT
OF A VIOLATION OR BREACH OF
9
ANY OF THE TERMS OF THIS AGREEMENT.
THEREFORE, IT IS AGREED THAT, IN ADDITION
TO ANY OTHER REMEDIES THAT MAY BE AVAILABLE TO PARENT UPON ANY SUCH VIOLATION OR
BREACH, PARENT SHALL HAVE THE RIGHT TO ENFORCE THE TERMS HEREOF BY SPECIFIC
PERFORMANCE, INJUNCTIVE RELIEF OR BY ANY OTHER MEANS AVAILABLE TO PARENT AT LAW
OR IN EQUITY, AND THAT STOCKHOLDER WAIVES THE POSTING OF ANY BOND OR SECURITY IN
CONNECTION WITH ANY PROCEEDINGS RELATED THERETO.
ALL RIGHTS, POWERS AND
REMEDIES PROVIDED UNDER THIS AGREEMENT OR OTHERWISE AVAILABLE IN RESPECT HEREOF
AT LAW OR IN EQUITY SHALL BE CUMULATIVE AND NOT ALTERNATIVE, AND THE EXERCISE OR
BEGINNING OF THE