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 PURCHASERS COLLECTIVELY PURCHASING AT LEAST 51% OF
THE SHARES 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 PURCHASERS UNDER ARTICLE VI AND THAT DOES
NOT DIRECTLY OR INDIRECTLY AFFECT THE RIGHTS OF OTHER PURCHASERS MAY BE GIVEN BY
PURCHASERS 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.
26
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 PURCHASERS. ANY PURCHASER MAY
ASSIGN ITS RIGHTS UNDER THIS AGREEMENT TO ANY PERSON TO WHOM SUCH PURCHASER
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 "PURCHASERS."
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 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.
7.9
GOVERNING LAW; VENUE; WAIVER