giving written notice thereof to the other party in
accordance with this Section 8.
9.
GENERAL PROVISIONS.
(A)
TRANSFERS IN VIOLATION OF AGREEMENT.
ANY TRANSFER OR ATTEMPTED
TRANSFER OF ANY EXECUTIVE SECURITIES IN VIOLATION OF ANY PROVISION OF THIS
AGREEMENT SHALL BE NULL AND VOID, AND THE COMPANY SHALL NOT RECORD SUCH TRANSFER
ON ITS BOOKS OR TREAT ANY PURPORTED TRANSFEREE OF SUCH EXECUTIVE SECURITIES AS
THE OWNER OF SUCH SECURITIES FOR ANY PURPOSE.
(B)
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
WILL BE INTERPRETED IN SUCH 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, SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY WILL NOT AFFECT
ANY OTHER PROVISION OR ANY OTHER JURISDICTION, BUT THIS AGREEMENT WILL BE
REFORMED, CONSTRUED AND ENFORCED IN SUCH JURISDICTION AS IF SUCH INVALID,
ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN.
(C)
COMPLETE AGREEMENT.
THIS AGREEMENT, THOSE DOCUMENTS EXPRESSLY
REFERRED TO HEREIN AND OTHER DOCUMENTS OF EVEN DATE HEREWITH EMBODY THE COMPLETE
AGREEMENT AND UNDERSTANDING AMONG THE PARTIES AND SUPERSEDE AND PREEMPT ANY
PRIOR UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG THE PARTIES,
WRITTEN OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER HEREOF IN ANY
WAY.
EXECUTIVE HEREBY RELEASES THE COMPANY AND ITS AFFILIATES AND ITS AND THEIR
PREDECESSORS FROM ANY OBLIGATION OR LIABILITY THE COMPANY OR ANY OF ITS
AFFILIATES OR ITS OR THEIR PREDECESSORS OWES OR OWED TO EXECUTIVE OR ANY OF HIS
AFFILIATES AND RELATED PERSONS PRIOR TO THE DATE HEREOF.
(D)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, EACH OF WHICH IS DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
(E)
SUCCESSORS AND ASSIGNS.
(I)
ALL EXECUTIVE SECURITIES WILL CONTINUE TO BE EXECUTIVE SECURITIES
IN THE HANDS OF ANY HOLDER OTHER THAN EXECUTIVE, INCLUDING ANY OF EXECUTIVE'S
TRANSFEREES PERMITTED HEREUNDER OR UNDER THE STOCKHOLDERS AGREEMENT (EXCEPT FOR
THE COMPANY, THE INVESTORS AND THE INVESTORS' AFFILIATES AND EXCEPT FOR
TRANSFEREES IN A PUBLIC SALE).
EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH SUCH
OTHER HOLDER OF EXECUTIVE SECURITIES WILL
9
SUCCEED TO ALL RIGHTS AND OBLIGATIONS ATTRIBUTABLE TO EXECUTIVE AS A HOLDER OF
EXECUTIVE SECURITIES HEREUNDER.
(II)
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS AGREEMENT SHALL BIND
AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE, THE COMPANY, THE
INVESTORS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (INCLUDING SUBSEQUENT
HOLDERS OF EXECUTIVE SECURITIES); PROVIDED THAT THE RIGHTS AND OBLIGATIONS OF
EXECUTIVE UNDER THIS AGREEMENT SHALL NOT BE ASSIGNABLE EXCEPT IN CONNECTION WITH
A PERMITTED TRANSFER OF EXECUTIVE SECURITIES HEREUNDER.
(III)
EACH OF THE INVESTORS IS INTENDED TO BE A THIRD PARTY BENEFICIARY
OF THIS AGREEMENT AND MAY ENFORCE ANY RIGHTS GRANTED TO IT HEREUNDER.
(F)
CHOICE OF LAW.
THE CORPORATE LAW OF THE STATE OF DELAWARE WILL
GOVERN ALL QUESTIONS CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS
STOCKHOLDERS.
ALL