OF AT LEAST A
MAJORITY IN AGGREGATE PRINCIPAL AMOUNT OF THE REGISTRABLE SECURITIES BEING SOLD
PURSUANT TO SUCH REGISTRATION STATEMENT.
IN ADDITION, THIS AGREEMENT MAY BE
AMENDED OR SUPPLEMENTED AT ANY TIME TO ADD A SUCCESSOR OR ASSIGNEE OF ANY HOLDER
OF REGISTRABLE SECURITIES AS A PARTY TO THIS AGREEMENT WITHOUT THE CONSENT OF
ANY HOLDER OF REGISTRABLE SECURITIES.
(E)
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
WILL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
IN ADDITION, AND
WHETHER OR NOT ANY EXPRESS ASSIGNMENT WILL HAVE BEEN MADE, THE PROVISIONS OF
THIS AGREEMENT WHICH ARE FOR THE BENEFIT OF THE HOLDERS OF THE REGISTRABLE
SECURITIES (OR ANY PORTION THEREOF) AS SUCH WILL BE FOR THE BENEFIT OF AND
ENFORCEABLE BY ANY SUBSEQUENT HOLDER OF ANY REGISTRABLE SECURITIES (OR OF SUCH
PORTION THEREOF), SUBJECT TO THE PROVISIONS RESPECTING THE MINIMUM NUMBERS OR
PERCENTAGES OF SHARES OF REGISTRABLE SECURITIES (OR OF SUCH PORTION THEREOF)
REQUIRED IN ORDER TO BE ENTITLED TO CERTAIN RIGHTS, OR TAKE CERTAIN ACTIONS,
CONTAINED HEREIN, AND THE OTHER TERMS AND CONDITIONS SET FORTH HEREIN.
(F)
SEVERABILITY.
ANY TERM OR PROVISION OF
THIS AGREEMENT WHICH IS INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION
SHALL, AS TO THAT JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY WITHOUT RENDERING INVALID, ILLEGAL OR
UNENFORCEABLE THE REMAINING TERMS AND PROVISIONS OF THIS AGREEMENT OR AFFECTING
THE VALIDITY, ILLEGALITY OR ENFORCEABILITY OF ANY OF THE TERMS OR PROVISIONS OF
THIS AGREEMENT IN ANY OTHER JURISDICTION.
IF ANY PROVISION OF THIS AGREEMENT IS
SO BROAD AS TO BE UNENFORCEABLE, THE PROVISION SHALL BE INTERPRETED TO BE ONLY
SO BROAD AS IS ENFORCEABLE.
20
UPON SUCH DETERMINATION THAT ANY TERM OR OTHER PROVISION IS INVALID, ILLEGAL OR
INCAPABLE OF BEING ENFORCED, THE PARTIES SHALL NEGOTIATE IN GOOD FAITH TO MODIFY
THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL INTENT OF THE PARTIES AS CLOSELY AS
POSSIBLE IN A MUTUALLY ACCEPTABLE MANNER IN ORDER THAT THE TRANSACTIONS
CONTEMPLATED HEREIN ARE CONSUMMATED AS ORIGINALLY CONTEMPLATED TO THE FULLEST
EXTENT POSSIBLE.
(G)
HEADINGS.
THE HEADINGS CONTAINED IN THIS
AGREEMENT ARE FOR PURPOSES OF CONVENIENCE ONLY AND SHALL NOT AFFECT THE MEANING
OR INTERPRETATION OF THIS AGREEMENT.
(H)
GOVERNING LAW.
THIS AGREEMENT WILL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES
OR RULES OF CONFLICTS OF LAW TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT
MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION).
(I)
ARBITRATION.
(I)
EXCEPT FOR ANY DISPUTES WITH RESPECT TO
THE INTERPRETATION OR ENFORCEMENT OF THE PROVISIONS OF SECTION 5, WHICH SHALL BE
RESOLVED IN ACCORDANCE WITH SECTION 11(J), ANY DISPUTE, CONTROVERSY, OR CLAIM
ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS CONTRACT, OR THE BREACH,
TERMINATION, OR VALIDITY THEREOF, SHALL BE FINALLY SETTLED BY ARBITRATION.
THE
ARBITRATION SHALL BE