8.5 Transferees Bound. All Shares owned by a Transferee will for all purposes be
subject to the terms of this Agreement, whether or not such Transferee has
executed a consent to be bound by this Agreement. In the case of a
hypothecation, the Transfer will be deemed to occur both at the time of the
initial pledge and at any pledgee's sale or a sale by any secured creditor or a
retention by the secured creditor of the pledged Shares in complete or partial
satisfaction of the obligation for which the Shares is security. The foregoing
will not apply in the case of any Shares acquired by a Transferee pursuant to a
sale of Shares to the public pursuant to an effective registration statement
under the Securities Act or, except for sales to an Affiliate of the selling
Stockholders, pursuant to Rule 144(k) promulgated under the Act.
8.6 Construction. Throughout this Agreement, as the context requires, (a) the
singular tense and number includes the plural, and the plural tense and number
includes the singular; (b) the past tense includes the present, and the present
tense includes the past; and (c) references to parties mean the parties to this
Agreement. The section headings in this Agreement are inserted only as a matter
of convenience, and in no way define, limit, extend, or interpret the scope of
this Agreement or of any particular section.
8.7 Assignment. None of the parties may assign their rights under this Agreement
without the prior written consent of the other parties. This Agreement will be
binding on and inure to the benefit of the parties and their respective
successors and permitted assigns.
8.8 No Third-Party Benefits. None of the provisions of this Agreement are
intended to benefit, or to be enforceable by, any third-party beneficiaries.
8.9 Governing Law. This Agreement is governed by the laws of the State of
Delaware, without regard to Delaware's rules relating to conflict of laws.
8.10 Amendment and Waiver. This Agreement may not be modified or amended except
by an instrument in writing signed by all of the parties. No waiver of any
provision of this Agreement or of any rights or obligations of any party under
this Agreement will be effective unless in writing and signed by the party or
parties waiving compliance, and will be effective only in the specific instance
and for the specific purpose stated in that writing.
8.11 Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed an original, but all of which together will
constitute one and the same instrument.
8.12 Additional Documents. Each party hereto agrees to execute any and all
further documents and writings and to perform such other actions which may be or
become necessary or expedient to effectuate and carry out this Agreement.
8.13 Severability. In case any one or more of the provisions contained in this
Agreement is, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability will not affect any
other provisions of this Agreement, and this Agreement will be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein; provided, however, that the parties hereto will use their best efforts
to find and employ an alternative means to achieve the same or substantially the
same result as