MAY ASSIGN
ITS RIGHTS UNDER THIS AGREEMENT TO ANY PERSON TO WHOM SUCH PURCHASER ASSIGNS OR
TRANSFERS ANY SECURITIES, PROVIDED THAT: (I) THE PURCHASER AGREES IN WRITING
WITH THE TRANSFEREE OR ASSIGNEE TO ASSIGN SUCH RIGHTS, AND A COPY OF SUCH
AGREEMENT IS FURNISHED TO THE COMPANY WITHIN A REASONABLE TIME AFTER SUCH
ASSIGNMENT, (II) THE COMPANY IS, WITHIN A REASONABLE TIME AFTER SUCH TRANSFER OR
ASSIGNMENT, FURNISHED WITH WRITTEN NOTICE OF (A) THE NAME AND ADDRESS OF SUCH
TRANSFEREE OR ASSIGNEE, AND (B) THE SECURITIES WITH RESPECT TO WHICH SUCH
REGISTRATION RIGHTS ARE BEING TRANSFERRED OR ASSIGNED, (C) AT OR BEFORE THE TIME
THE COMPANY RECEIVES THE WRITTEN NOTICE CONTEMPLATED BY CLAUSE (II) OF THIS
SECTION 7.8, THE TRANSFEREE OR ASSIGNEE AGREES IN WRITING WITH THE COMPANY TO BE
BOUND BY ALL OF THE PROVISIONS OF THIS AGREEMENT AND THE TRANSACTION DOCUMENTS
AND (D) SUCH TRANSFER SHALL HAVE BEEN MADE IN ACCORDANCE WITH REQUIREMENTS OF
SECTION 4.1 ABOVE..
7.9
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 RELATED PERSON IS AN INTENDED THIRD PARTY
BENEFICIARY OF SECTION 4.8 AND 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.
7.10
GOVERNING LAW; VENUE; WAIVER OF JURY TRAIL.
ALL QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. THE COMPANY AND PURCHASERS HEREBY IRREVOCABLY
SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY
OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF
33
ANY DISPUTE BROUGHT BY THE COMPANY OR ANY PURCHASER HEREUNDER, IN CONNECTION
HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN
(INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS),
AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR
PROCEEDING BROUGHT BY THE COMPANY OR ANY PURCHASER, ANY CLAIM THAT IT IS NOT
PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT,
ACTION OR PROCEEDING IS IMPROPER.
EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL
SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION
OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR
OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN
EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL
CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.
NOTHING
CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW.
THE COMPANY AND PURCHASERS HEREBY WAIVE ALL
RIGHTS TO A TRIAL BY JURY.