SERVICE, OR (D) UPON ACTUAL RECEIPT BY THE PARTY TO WHOM SUCH NOTICE IS
REQUIRED TO BE GIVEN.
THE ADDRESSES AND FACSIMILE NUMBERS FOR SUCH NOTICES AND
COMMUNICATIONS ARE THOSE SET FORTH ON THE SIGNATURE PAGES HEREOF, OR SUCH OTHER
ADDRESS OR FACSIMILE NUMBER AS MAY BE DESIGNATED IN WRITING HEREAFTER, IN THE
SAME MANNER, BY ANY SUCH PERSON.
7.5
AMENDMENTS; WAIVERS.
NO PROVISION OF THIS
AGREEMENT MAY BE WAIVED OR AMENDED EXCEPT IN A WRITTEN INSTRUMENT SIGNED, IN THE
CASE OF AN AMENDMENT, BY THE COMPANY AND INVESTORS THAT ACQUIRED AT LEAST 70% OF
THE TOTAL COMMON SHARES ACQUIRED OR, IN THE CASE OF A WAIVER, BY THE PARTY
AGAINST WHOM ENFORCEMENT OF ANY SUCH WAIVER IS SOUGHT.
NO WAIVER OF ANY DEFAULT
WITH RESPECT TO ANY PROVISION, CONDITION OR REQUIREMENT OF THIS AGREEMENT SHALL
BE DEEMED TO BE A CONTINUING WAIVER IN THE FUTURE OR A WAIVER OF ANY SUBSEQUENT
DEFAULT OR A WAIVER OF ANY OTHER PROVISION, CONDITION OR REQUIREMENT HEREOF, NOR
SHALL ANY DELAY OR OMISSION OF EITHER PARTY TO EXERCISE ANY RIGHT HEREUNDER IN
ANY MANNER IMPAIR THE EXERCISE OF ANY SUCH RIGHT.
NOTWITHSTANDING THE
FOREGOING, A WAIVER OR CONSENT TO DEPART FROM THE PROVISIONS HEREOF WITH RESPECT
TO A MATTER THAT RELATES EXCLUSIVELY TO THE RIGHTS OF INVESTORS UNDER ARTICLE VI
MAY BE GIVEN BY INVESTORS HOLDING AT LEAST A MAJORITY OF THE REGISTRABLE
SECURITIES TO WHICH SUCH WAIVER OR CONSENT RELATES.
7.6
CONSTRUCTION.
THE HEADINGS HEREIN ARE FOR
CONVENIENCE ONLY, DO NOT CONSTITUTE A PART OF THIS AGREEMENT AND SHALL NOT BE
DEEMED TO LIMIT OR AFFECT ANY OF THE PROVISIONS HEREOF.
THE LANGUAGE USED IN
THIS AGREEMENT WILL BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES TO
EXPRESS THEIR MUTUAL INTENT, AND NO RULES OF STRICT CONSTRUCTION WILL BE APPLIED
AGAINST ANY PARTY.
7.7
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES AND THEIR
SUCCESSORS AND PERMITTED ASSIGNS.
THE COMPANY MAY NOT ASSIGN THIS AGREEMENT OR
ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
INVESTORS.
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ANY INVESTOR MAY ASSIGN ITS RIGHTS UNDER THIS AGREEMENT TO ANY PERSON TO WHOM
SUCH INVESTOR ASSIGNS OR TRANSFERS ANY SECURITIES, PROVIDED SUCH TRANSFEREE
AGREES IN WRITING TO BE BOUND, WITH RESPECT TO THE TRANSFERRED SECURITIES, BY
THE PROVISIONS HEREOF THAT APPLY TO THE "INVESTORS."
NOTWITHSTANDING ANYTHING
TO THE CONTRARY HEREIN, SECURITIES MAY BE ASSIGNED TO ANY PERSON IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED
BY SUCH SECURITIES.
7.8
NO THIRD-PARTY BENEFICIARIES.
THIS
AGREEMENT IS INTENDED FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY
PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON, EXCEPT THAT EACH INDEMNIFIED
PARTY IS AN INTENDED THIRD PARTY BENEFICIARY OF SECTION 6.4 AND (IN EACH CASE)
MAY ENFORCE THE PROVISIONS OF SUCH SECTIONS DIRECTLY AGAINST THE PARTIES WITH
OBLIGATIONS THEREUNDER.
7.9
GOVERNING