HELD BY THE DESIGNATED EXECUTIVES; PROVIDED FURTHER
THAT ANY AMENDMENT OR MODIFICATION OF THIS AGREEMENT FOR THE PURPOSE OF ADDING A
NEW SECURITYHOLDER OR DELETING A FORMER SECURITYHOLDER, IN EACH CASE SHALL NOT
BE DEEMED TO BE AN AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT REQUIRING THE CONSENT OF ANY SECURITYHOLDER.
22.
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 THE EFFECTIVENESS OR
VALIDITY OF ANY PROVISION IN ANY OTHER JURISDICTION, AND THIS AGREEMENT WILL BE
REFORMED, CONSTRUED, AND ENFORCED IN SUCH JURISDICTION AS IF SUCH INVALID,
ILLEGAL, OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED HEREIN.
23.
ENTIRE 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 HERETO WITH
RESPECT TO THE SUBJECT MATTER HEREOF 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.
24.
SUCCESSORS AND ASSIGNS. EXCEPT AS OTHERWISE
PROVIDED HEREIN, THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY THE COMPANY AND ITS SUCCESSORS AND ASSIGNS AND THE
SECURITYHOLDERS AND ANY SUBSEQUENT HOLDERS OF SECURITIES AND THE RESPECTIVE
SUCCESSORS AND ASSIGNS OF EACH OF THEM, SO LONG AS THEY HOLD SECURITIES.
27
25.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED
IN SEPARATE COUNTERPARTS (INCLUDING BY MEANS OF TELECOPIED SIGNATURE PAGES) EACH
OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE
ONE AND THE SAME AGREEMENT.
26.
REMEDIES. THE COMPANY AND EACH
SECURITYHOLDER SHALL BE ENTITLED TO ENFORCE THEIR RIGHTS UNDER THIS AGREEMENT
SPECIFICALLY TO RECOVER DAMAGES BY REASON OF ANY BREACH OF ANY PROVISION OF THIS
AGREEMENT AND TO EXERCISE ALL OTHER RIGHTS EXISTING IN THEIR FAVOR. THE PARTIES
HERETO AGREE AND ACKNOWLEDGE THAT MONEY DAMAGES MAY NOT BE AN ADEQUATE REMEDY
FOR ANY BREACH OF THE PROVISIONS OF THIS AGREEMENT AND THAT THE COMPANY AND EACH
SECURITYHOLDER MAY IN ITS SOLE DISCRETION APPLY TO ANY COURT OF LAW OR EQUITY OF
COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF
(WITHOUT POSTING A BOND OR OTHER SECURITY) IN ORDER TO ENFORCE OR PREVENT ANY
VIOLATION OF THE PROVISIONS OF THIS AGREEMENT.
27.
NOTICES. ALL NOTICES, DEMANDS, OR OTHER
COMMUNICATIONS TO BE GIVEN OR DELIVERED UNDER OR BY REASON OF THE PROVISIONS OF
THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN OR
MADE (I) WHEN DELIVERED PERSONALLY TO THE RECIPIENT, (II) WHEN TELECOPIED TO THE
RECIPIENT (WITH HARD COPY SENT TO THE RECIPIENT BY REPUTABLE OVERNIGHT COURIER
SERVICE (CHARGES PREPAID) THAT SAME DAY) IF TELECOPIED BEFORE 5:00 P.M.