EXERCISE OF ANY SUCH POWER, RIGHT, PRIVILEGE
OR REMEDY SHALL PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR OF ANY OTHER
POWER, RIGHT, PRIVILEGE OR REMEDY.
PARENT AND/OR BUYER SHALL NOT BE DEEMED TO
HAVE WAIVED ANY CLAIM ARISING OUT OF THIS AGREEMENT, OR ANY POWER, RIGHT,
PRIVILEGE OR REMEDY UNDER THIS AGREEMENT, UNLESS THE WAIVER OF SUCH CLAIM,
POWER, RIGHT, PRIVILEGE OR REMEDY IS EXPRESSLY SET FORTH IN A WRITTEN INSTRUMENT
DULY EXECUTED AND DELIVERED ON BEHALF OF PARENT AND/OR BUYER; AND ANY SUCH
WAIVER SHALL NOT BE APPLICABLE OR HAVE ANY EFFECT EXCEPT IN THE SPECIFIC
INSTANCE IN WHICH IT IS GIVEN.
11.5
SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF.
THE PARTIES HERETO
ACKNOWLEDGE THAT PARENT AND BUYER WILL BE IRREPARABLY HARMED AND THAT THERE WILL
BE NO ADEQUATE REMEDY AT LAW FOR A VIOLATION OF ANY OF THE COVENANTS OR
AGREEMENTS OF SHAREHOLDER SET FORTH HEREIN.
THEREFORE, IT IS AGREED THAT, IN
ADDITION TO ANY OTHER REMEDIES THAT MAY BE AVAILABLE TO PARENT AND BUYER UPON
ANY SUCH VIOLATION, PARENT AND BUYER SHALL HAVE THE RIGHT TO ENFORCE SUCH
COVENANTS AND AGREEMENTS BY SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR BY ANY
OTHER MEANS AVAILABLE TO PARENT AND/OR BUYER AT LAW OR IN EQUITY.
11.6
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS REQUIRED OR
PERMITTED HEREUNDER SHALL BE IN WRITING, SHALL BE EFFECTIVE WHEN GIVEN, AND
SHALL IN ANY EVENT BE DEEMED TO BE GIVEN UPON RECEIPT OR, IF EARLIER, (A) FIVE
(5) DAYS AFTER DEPOSIT WITH THE U.S. POSTAL SERVICE OR OTHER APPLICABLE POSTAL
SERVICE, IF DELIVERED BY CERTIFIED OR REGISTERED FIRST CLASS MAIL, POSTAGE
PREPAID, (B) UPON DELIVERY, IF DELIVERED BY HAND, (C) ONE BUSINESS DAY AFTER THE
BUSINESS DAY OF DEPOSIT WITH FEDERAL EXPRESS OR SIMILAR OVERNIGHT COURIER,
FREIGHT PREPAID OR (D) ONE BUSINESS DAY AFTER THE BUSINESS DAY OF FACSIMILE
TRANSMISSION, IF DELIVERED BY FACSIMILE TRANSMISSION WITH COPY BY CERTIFIED OR
REGISTERED FIRST CLASS MAIL, POSTAGE PREPAID, AND SHALL BE ADDRESSED TO THE
INTENDED RECIPIENT AS SET FORTH BELOW:
If to Parent or Buyer:
InterWAVE Communications International Ltd.
312 Constitution Drive
Menlo Park, California 94025
Attention:
Robin Foor, General Counsel
Facsimile:
(650) 261-6220
6
With a copy to:
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Attention:
Christopher D. Mitchell, Esq.
Telephone:
(650) 493-9300
Facsimile:
(650) 493-6811
If to Shareholder:
To the address for notice set forth on the
signature page hereof.
11.7
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE
OF CALIFORNIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
SHAREHOLDER HEREBY
CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
CALIFORNIA FOR ANY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS
AGREEMENT OR RELATING TO ANY ARBITRATION IN WHICH THE PARTIES