OF DELAWARE, WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAWS.
7
(G)
SEVERABILITY.
IF ANY TERM OR OTHER PROVISION OF THIS AGREEMENT IS
INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED BY ANY RULE OF LAW OR PUBLIC
POLICY, ALL OTHER CONDITIONS AND PROVISIONS OF THIS AGREEMENT SHALL NEVERTHELESS
REMAIN IN FULL FORCE AND EFFECT.
UPON SUCH DETERMINATION THAT ANY TERM OR OTHER
PROVISION IS INVALID, ILLEGAL OR INCAPABLE OF BEING ENFORCED, THE PARTIES HERETO
SHALL NEGOTIATE IN GOOD FAITH TO MODIFY THIS AGREEMENT SO AS TO EFFECT THE
ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS POSSIBLE TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW IN AN ACCEPTABLE MANNER AND TO THE END THAT THE
TRANSACTIONS CONTEMPLATED HEREBY ARE FULFILLED TO THE EXTENT POSSIBLE.
(H)
AGREEMENT MADE ONLY IN CAPACITY AS STOCKHOLDER.
NO PERSON
EXECUTING THIS AGREEMENT WHO IS OR BECOMES DURING THE TERM HEREOF A DIRECTOR,
OFFICER OR EMPLOYEE OF THE COMPANY MAKES ANY AGREEMENT OR UNDERSTANDING HEREIN
IN HIS OR HER CAPACITY AS SUCH A DIRECTOR, OFFICER OR EMPLOYEE OF THE COMPANY.
EACH STOCKHOLDER SIGNS SOLELY IN HIS, HER OR ITS CAPACITY AS THE RECORD HOLDER
AND BENEFICIAL OWNER OF, OR THE TRUSTEE OF A TRUST WHOSE BENEFICIARIES ARE THE
BENEFICIAL OWNERS OF, THE SUBJECT SHARES AND NOTHING HEREIN SHALL REQUIRE ANY
ACTION TO BE TAKEN, OR LIMIT OR AFFECT ANY ACTIONS TAKEN, BY A STOCKHOLDER IN
HIS OR HER CAPACITY AS AN OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY.
SECTION 10.
ENFORCEMENT; JURISDICTION.
THE PARTIES AGREE THAT
IRREPARABLE DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS
AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE
OTHERWISE BREACHED.
IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED
TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO
ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY COURT OF
THE UNITED STATES LOCATED IN THE STATE OF DELAWARE OR IN ANY DELAWARE STATE
COURT, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT
LAW OR IN EQUITY.
IN ADDITION, EACH OF THE PARTIES HERETO (A) CONSENTS TO
SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY COURT OF THE UNITED STATES
LOCATED IN THE STATE OF DELAWARE OR OF ANY DELAWARE STATE COURT IN THE EVENT OF
ANY ACTION, SUIT OR PROCEEDING TO ENFORCE THIS AGREEMENT, (B) AGREES THAT IT
WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDIC­TION BY MOTION OR
OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, (C) AGREES THAT IT WILL NOT BRING
ANY ACTION RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT IN ANY COURT OTHER THAN A COURT OF THE UNITED STATES LOCATED IN THE
STATE OF DELAWARE OR A DELAWARE STATE COURT AND (D) WAIVES ANY RIGHT TO TRIAL BY
JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
SECTION 11.
AGENT FOR SERVICE