15. Miscellaneous.
(a) No Rights as a Stockholder. The Holder, solely in such
Person’s capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of
share capital of the Company for any purpose, nor shall anything
contained in this Warrant be construed to confer upon the Holder,
solely in such Person’s capacity as the Holder of this Warrant, any
of the rights of a stockholder of the Company or any right to vote,
give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock,
consolidation, merger, amalgamation, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the Holder of the
Warrant Shares which such Person is then entitled to receive upon
the due exercise of this Warrant. In addition, nothing contained in
this Warrant shall be construed as imposing any liabilities on the
Holder to purchase any securities (upon exercise of this Warrant or
otherwise) or as a stockholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the
Company.
(b) Authorized Shares. Except and to the extent as waived or
consented to by the Holder, the Company shall not by any action,
including, without limitation, amending its certificate or articles
of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of
any Warrant Shares above the amount payable therefor upon such
exercise immediately prior to such increase in par value,
(ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant,
and (iii) use commercially reasonable efforts to obtain all
such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to
enable the Company to perform its obligations under this
Warrant.
(c) Successors and Assigns. Subject to compliance with
applicable securities laws, this Warrant may be assigned by the
Holder. This Warrant may not be assigned by the Company without the
written consent of the Holder, except to a successor in the event
of a Fundamental Transaction. This Warrant shall be binding on and
inure to the benefit of the Company and the Holder and their
respective successors and assigns. Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any
Person other than the Company and the Holder any legal or equitable
right, remedy or cause of action under this Warrant. This Warrant
may be amended only in writing signed by the Company and the
Holder, or their successors and assigns.
(d) Amendment and Waiver. Except as otherwise provided
herein, this Warrant may be modified or amended or the provisions
hereof waived with the written consent of the Company and the
Holder.
(e) Acceptance. Receipt of this Warrant by the Holder shall
constitute acceptance of and agreement to all of the terms and
conditions contained herein.
(f) Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND
THE HOLDER 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 (INCLUDING WITH RESPECT TO THE
ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), 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. EACH OF THE COMPANY AND THE HOLDER
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 PERSON AT
THE ADDRESS IN EFFECT FOR NOTICES TO IT 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 OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO
A TRIAL BY JURY.