Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Amendment This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
Officers’ Certificate Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
Use of Proceeds The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under “Use of Proceeds.”
Defined Terms As used in this Agreement, the following terms have the meanings specified below:
Events of Default Any of the following shall constitute an Event of Default:
Definitions For purposes of this Agreement:
Waiver of Jury Trial IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
