value of one share of Class B-2 Common Stock on the date of exercise, as determined in good faith by the Companys Board of Directors.
14. Amendment or Waiver. Any term of this Warrant may be amended or waived upon prior written consent of the Company and the holders of at least a majority of the shares of the Class B-2 Common Stock issued or issuable upon exercise of all outstanding Warrants.
15. Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.
16. Governing Law. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.
17. Survival of Representations. Unless otherwise set forth in this Warrant, the warranties, representations and covenants of the Company contained in or made pursuant to this Warrant shall survive the execution and delivery of this Warrant until the earlier to occur of (a) the expiration of this Warrant or (b) the first anniversary of the date on which this Warrant has been exercised in full; provided, however, that the Companys obligations under Sections 2(c) and 6 shall survive indefinitely.
18. Transfer; Successors and Assigns. The terms and conditions of this Warrant shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Warrant, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Warrant, except as expressly provided in this Warrant.
19. Counterparts. This Warrant may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
20. Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Warrant, (b) the balance of this Warrant shall be interpreted as if such provision were so excluded and (c) the balance of this Warrant shall be enforceable in accordance with its terms.
21. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Warrant, upon any breach or default of any other party under this Warrant, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Warrant, or any waiver on the part of any party of any provisions or conditions of this Warrant, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Warrant or by law or otherwise afforded to any party, shall be cumulative and not alternative.
22. Notices. Any notice required or permitted by this Warrant shall be in accordance with the notice provisions in the Purchase Agreement.