INVESTORS AFTER THE
DATE HEREOF.
(B)
COMPETITIVE OPPORTUNITY.
IF ANY INVESTOR OR ANY
OF ITS AFFILIATES ACQUIRES KNOWLEDGE OF A POTENTIAL TRANSACTION OR MATTER WHICH
MAY BE AN INVESTMENT OR BUSINESS OPPORTUNITY OR PROSPECTIVE ECONOMIC OR
COMPETITIVE ADVANTAGE IN WHICH THE COMPANY COULD HAVE AN INTEREST OR EXPECTANCY,
IN EACH CASE, IN A JURISDICTION OTHER THAN IN THE UNITED STATES OF AMERICA (A
"COMPETITIVE OPPORTUNITY") OR OTHERWISE IS THEN EXPLOITING ANY COMPETITIVE
OPPORTUNITY, THE COMPANY SHALL HAVE NO INTEREST IN, AND NO EXPECTATION THAT,
SUCH COMPETITIVE OPPORTUNITY BE OFFERED TO IT, ANY SUCH INTEREST OR EXPECTATION
BEING HEREBY RENOUNCED SO THAT EACH INVESTOR (OTHER THAN ANY SUCH INVESTOR WHO
IS BOUND BY ANY EMPLOYMENT, CONSULTING OR NONCOMPETITION AGREEMENTS THAT
PROHIBIT SUCH ACTIONS) SHALL (I) HAVE NO DUTY TO COMMUNICATE OR PRESENT SUCH
COMPETITIVE OPPORTUNITY TO THE COMPANY AND (II) HAVE THE RIGHT TO HOLD ANY SUCH
COMPETITIVE OPPORTUNITY FOR SUCH INVESTOR'S (AND ITS AGENTS', PARTNERS' OR
AFFILIATES') OWN ACCOUNT AND BENEFIT OR TO RECOMMEND, ASSIGN OR OTHERWISE
TRANSFER OR DEAL IN SUCH COMPETITIVE OPPORTUNITY TO PERSONS OTHER THAN THE
COMPANY OR ANY AFFILIATE OF THE COMPANY.
(C)
SPECIFIC PERFORMANCE.
EACH PARTY, IN ADDITION TO
BEING ENTITLED TO EXERCISE ALL RIGHTS PROVIDED HEREIN OR GRANTED BY LAW,
INCLUDING RECOVERY OF DAMAGES, SHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF EACH
OTHER PARTY'S OBLIGATIONS UNDER THIS AGREEMENT, AND EACH PARTY AGREES TO WAIVE
ANY REQUIREMENT FOR THE SECURITY OR POSTING OF ANY BOND IN CONNECTION WITH SUCH
REMEDY. THE PARTIES AGREE THAT MONETARY DAMAGES WOULD NOT BE ADEQUATE
COMPENSATION FOR ANY LOSS INCURRED BY REASON OF A BREACH BY ANY OF THEM OF THE
PROVISIONS OF THIS AGREEMENT AND EACH HEREBY AGREES TO WAIVE THE DEFENSE IN ANY
ACTION FOR SPECIFIC PERFORMANCE THAT A REMEDY AT LAW WOULD BE ADEQUATE.
40
(D)
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE LAW OF
CONFLICTS WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION, OF THE STATE OF DELAWARE.
(E)
SUBMISSION TO JURISDICTION; WAIVER OF JURY
TRIAL.
EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO
SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF
DELAWARE AND OF THE UNITED STATES OF AMERICA SITTING IN DELAWARE FOR ANY ACTION,
PROCEEDING OR INVESTIGATION IN ANY COURT OR BEFORE ANY GOVERNMENTAL AUTHORITY
("LITIGATION") ARISING OUT OF OR RELATING TO THIS AGREEMENT, (AND AGREES NOT TO
COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURT), AND FURTHER
AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S.
REGISTERED MAIL TO ITS RESPECTIVE NOTICE ADDRESS, AS PROVIDED FOR IN THIS
AGREEMENT, SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY LITIGATION BROUGHT
AGAINST IT IN ANY SUCH COURT.
EACH OF THE PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY LITIGATION
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE
COURT OF CHANCERY OF THE STATE OF DELAWARE