DOCUMENTS.
6.6
SUCCESSORS AND ASSIGNS. THE PROVISIONS OF THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE PARTIES AND THEIR SUCCESSORS AND
PERMITTED ASSIGNS. THIS AGREEMENT, OR ANY RIGHTS OR OBLIGATIONS HEREUNDER, MAY
NOT BE ASSIGNED BY THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
PURCHASERS. ANY PURCHASER MAY ASSIGN ITS RIGHTS HEREUNDER IN WHOLE OR IN PART TO
ANY PERSON TO WHOM SUCH
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PURCHASER ASSIGNS OR TRANSFERS ANY SHARES IN COMPLIANCE WITH THE TRANSACTION
DOCUMENTS AND APPLICABLE LAW, PROVIDED SUCH TRANSFEREE SHALL AGREE IN WRITING TO
BE BOUND, WITH RESPECT TO THE TRANSFERRED SHARES, BY THE TERMS AND CONDITIONS OF
THIS AGREEMENT THAT APPLY TO THE "PURCHASERS".
6.7
NO THIRD-PARTY BENEFICIARIES. THIS AGREEMENT IS INTENDED FOR THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNS AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY PROVISION HEREOF BE ENFORCED
BY, ANY OTHER PERSON, EXCEPT (I) THE PLACEMENT AGENT IS AN INTENDED THIRD PARTY
BENEFICIARY OF ARTICLE III HEREOF AND (II) THE ESCROW AGENT IS AN INTENDED THIRD
PARTY BENEFICIARY OF SECTION 2.1(D), AND THE PLACEMENT AGENT OR THE ESCROW
AGENT, AS THE CASE MAY BE, MAY ENFORCE THE PROVISIONS OF SUCH SECTION DIRECTLY
AGAINST THE PARTIES WITH OBLIGATIONS THEREUNDER.
6.8
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. EACH
PARTY AGREES THAT ALL PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT
AND DEFENSE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY OTHER
TRANSACTION DOCUMENTS (WHETHER BROUGHT AGAINST A PARTY HERETO OR ITS RESPECTIVE
AFFILIATES, EMPLOYEES OR AGENTS) SHALL BE COMMENCED EXCLUSIVELY IN THE NEW YORK
COURTS. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE NEW YORK COURTS FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY
OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE
TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT
IN ANY PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF ANY SUCH NEW YORK COURT, OR THAT SUCH PROCEEDING HAS BEEN
COMMENCED IN AN IMPROPER OR INCONVENIENT FORUM. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING
SERVED IN ANY SUCH PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR
CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY
AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT
SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE
THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT
TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO