any
Holder.
"Shares" has the meaning set forth in Section 1.1.
SECTION 7.2
CERTAIN INTERPRETATIONS.
EXCEPT WHERE EXPRESSLY STATED
OTHERWISE IN THIS AGREEMENT, THE FOLLOWING RULES OF INTERPRETATION APPLY TO THIS
AGREEMENT:
(I) "OR" IS NOT EXCLUSIVE AND "INCLUDE", "INCLUDES" AND "INCLUDING"
ARE NOT LIMITING; (II) DEFINITIONS CONTAINED IN THIS AGREEMENT ARE APPLICABLE TO
THE SINGULAR AS WELL AS THE PLURAL FORMS OF SUCH TERMS; (III) REFERENCES TO AN
AGREEMENT OR INSTRUMENT MEAN SUCH AGREEMENT OR INSTRUMENT AS FROM TIME TO TIME
AMENDED, MODIFIED OR SUPPLEMENTED; (IV) REFERENCES TO A PERSON ARE ALSO TO ITS
PERMITTED SUCCESSORS AND ASSIGNS; (V) REFERENCES TO AN "ARTICLE", "SECTION",
"SUBSECTION", "EXHIBIT" OR
21
"SCHEDULE" REFER TO AN ARTICLE OF, A SECTION OR SUBSECTION OF, OR AN EXHIBIT OR
SCHEDULE TO, THIS AGREEMENT; AND (VI) WORDS IMPORTING THE MASCULINE GENDER
INCLUDE THE FEMININE OR NEUTER AND, IN EACH CASE, VICE VERSA.
ARTICLE VIII
GOVERNING LAW; MISCELLANEOUS
SECTION 8.1
GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.
THIS
AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS AND CONSENTS
TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE
LOCATED IN THE BOROUGH OF MANHATTAN, FOR THE PURPOSE OF ANY SUIT, ACTION,
PROCEEDING OR JUDGMENT RELATING TO OR ARISING OUT OF THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
EACH PARTY HERETO IRREVOCABLY WAIVES ANY
OBJECTION TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN SUCH COURTS AND IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.
SECTION 8.2
COUNTERPARTS; SIGNATURES BY FACSIMILE.
THIS AGREEMENT
MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, ALL OF WHICH ARE CONSIDERED ONE AND
THE SAME AGREEMENT AND WILL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED
BY EACH PARTY AND DELIVERED TO THE OTHER PARTIES.
THIS AGREEMENT, ONCE EXECUTED
BY A PARTY, MAY BE DELIVERED TO THE OTHER PARTIES HERETO BY FACSIMILE
TRANSMISSION OF A COPY OF THIS AGREEMENT BEARING THE SIGNATURE OF THE PARTY SO
DELIVERING THIS AGREEMENT.
SECTION 8.3
HEADINGS.
THE HEADINGS OF THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY, ARE NOT PART OF THIS AGREEMENT AND DO NOT AFFECT
ITS INTERPRETATION.
SECTION 8.4
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS
INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH
PROVISION WILL BE DEEMED MODIFIED IN ORDER TO CONFORM WITH SUCH STATUTE OR RULE
OF LAW.
ANY PROVISION HEREOF THAT MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY
LAW WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION
HEREOF.
SECTION 8.5
ENTIRE AGREEMENT; AMENDMENTS.