REASON OF
THIS AGREEMENT.
SECTION 4.2
ADJUSTMENTS FOR STOCK SPLITS.
WHEREVER IN THIS
AGREEMENT THERE IS A REFERENCE TO A SPECIFIC NUMBER OF SHARES OF COMMON STOCK OF
THE COMPANY OR ANY CLASS OR SERIES, THEN, UPON THE OCCURRENCE OF ANY
SUBDIVISION, COMBINATION OR SHARE DIVIDEND OF SUCH CLASS OR SERIES OF SHARES,
THE SPECIFIC NUMBER OF SHARES SO REFERENCED IN THIS AGREEMENT WILL AUTOMATICALLY
BE PROPORTIONALLY ADJUSTED TO REFLECT THE AFFECT ON THE OUTSTANDING SHARES OF
SUCH CLASS OR SERIES OF SHARES BY SUCH SUBDIVISION, COMBINATION OR SHARE
DIVIDEND.
SECTION 4.3
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF
THIS AGREEMENT MUST BE INTERPRETED IN A MANNER AS TO BE EFFECTIVE AND VALID
UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT UNDER ANY APPLICABLE LAW OR
RULE IN ANY JURISDICTION, THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY WILL
NOT AFFECT ANY OTHER PROVISION OR ANY
10
OTHER JURISDICTION, BUT THIS AGREEMENT WILL BE REFORMED, CONSTRUED AND ENFORCED
IN SUCH JURISDICTION AS IF THE INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD
NEVER BEEN CONTAINED HEREIN.
SECTION 4.4
ENTIRE AGREEMENT.
EXCEPT AS OTHERWISE EXPRESSLY SET
FORTH HEREIN OR IN AGREEMENTS EXECUTED CONTEMPORANEOUSLY HEREWITH, THIS DOCUMENT
EMBODIES THE COMPLETE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDES AND PREEMPTS ANY PRIOR
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES, WRITTEN
OR ORAL, THAT MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY WAY.
SECTION 4.5
SUCCESSORS AND ASSIGNS.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, THIS AGREEMENT WILL SHALL BIND AND INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY THE COMPANY AND ITS SUCCESSORS AND ASSIGNS AND THE HOLDERS AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 4.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN
SEPARATE COUNTERPARTS EACH OF WHICH WILL BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER WILL CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 4.7
REMEDIES.
THE COMPANY AND EACH HOLDER WILL BE ENTITLED
TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT SPECIFICALLY TO RECOVER DAMAGES BY
REASON OF ANY BREACH OF ANY PROVISION OF THIS AGREEMENT AND TO EXERCISE ALL
OTHER RIGHTS EXISTING IN ITS FAVOR.
THE PARTIES HERETO AGREE AND ACKNOWLEDGE
THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE REMEDY FOR ANY BREACH OF THE
PROVISIONS OF THIS AGREEMENT AND THAT THE COMPANY AND EACH HOLDER MAY IN ITS
SOLE DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION
FOR SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF (WITHOUT POSTING A BOND OR OTHER
SECURITY) IN ORDER TO ENFORCE OR PREVENT ANY VIOLATION OF THE PROVISIONS OF THIS
AGREEMENT.
SECTION 4.8
NOTICES.
ALL NOTICES, REQUESTS, CONSENTS AND OTHER
COMMUNICATIONS HEREUNDER TO ANY PARTY WILL BE DEEMED TO BE SUFFICIENT IF
CONTAINED IN A WRITTEN INSTRUMENT DELIVERED IN PERSON, INCLUDING DELIVERY BY
RECOGNIZED EXPRESS COURIER, FEES PREPAID, OR SENT BY FACSIMILE TRANSMISSION, OR
DULY SENT BY FIRST CLASS REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
POSTAGE PREPAID, IN EACH CASE ADDRESSED: