WITH THE CLOSING, IN ACCORDANCE
WITH SECTION 3(MM).
THE BUYER SHALL HAVE RECEIVED CONDITIONAL RESIGNATION
LETTERS EXECUTED BY THE RESIGNING DIRECTORS EVIDENCING SUCH RESIGNATIONS IN A
FORM REASONABLY ACCEPTABLE TO THE BUYER.
(L)
THE BOARD SHALL HAVE ACTED BY WRITTEN CONSENT OR OTHERWISE
APPROVED AT A BOARD MEETING THE APPOINTMENT OF THE DIRECTOR DESIGNEES AS
DIRECTORS OF THE COMPANY AND TO EACH COMMITTEE OF THE BOARD, EFFECTIVE
CONCURRENTLY WITH THE CLOSING, IN ACCORDANCE WITH SECTION 3(MM).
(M)
THE COMPANY SHALL HAVE DELIVERED TO THE BUYER AN OPTION EXERCISE
AND STOCK TRANSFER RESTRICTION AGREEMENT, SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT B, EXECUTED BY THE COMPANY AND EACH OF THE INDIVIDUALS LISTED
ON ANNEX I.
29
(N)
THE COMPANY SHALL HAVE DELIVERED TO THE BUYER SUCH OTHER
DOCUMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF
THE OTHER TRANSACTION DOCUMENTS AS THE BUYER OR ITS COUNSEL MAY REASONABLY
REQUEST.
8.
MISCELLANEOUS.
(A)
GOVERNING LAW; JURISDICTION; JURY TRIAL. ALL QUESTIONS
CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE
(WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTIONS) THAT WOULD CAUSE
THE APPLICATION OF THE LAWS OF ANY JURISDICTIONS OTHER THAN THE STATE OF NEW
YORK. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE
STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN,
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH
ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY
WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT
SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE
VENUE OF 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 TO SUCH
PARTY AT THE ADDRESS FOR SUCH 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. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF
THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
(B)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT AND
SHALL BECOME EFFECTIVE WHEN COUNTERPARTS HAVE BEEN SIGNED BY EACH PARTY AND
DELIVERED TO THE OTHER PARTY; PROVIDED THAT A FACSIMILE, ELECTRONIC OR .PDF
SIGNATURE SHALL BE CONSIDERED