Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Nevada, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. In any action between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions: (a) each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Courts of the State of Nevada (or, only if such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Nevada); and (b) if any such action is commenced in a state court, then, subject to applicable Law, no Party shall object to the removal of such action to any federal court located in Nevada. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Each Party hereby waives, to the fullest extent permitted by Law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any of the Contemplated Transactions, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each Party hereby further agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the Parties may file a copy of this Agreement with any court as written evidence of the consent of the Parties to the waiver of their right to trial by jury.
Appears in 3 contracts
Samples: Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Rafael Holdings, Inc.), Merger Agreement (Cyclo Therapeutics, Inc.)
Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of NevadaDelaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. In any action between any of the Parties parties arising out of or relating to this Agreement or any of the Contemplated TransactionsAgreement: (a) each of the Parties parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Courts Court of Chancery of the State of Nevada Delaware (or, only if such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of NevadaDelaware); and (b) if any such action is commenced in a state court, then, subject to applicable Law, no Party party shall object to the removal of such action to any federal court located in NevadaDelaware. Each of the Parties parties waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety or other security that might be required of any other Party party with respect thereto. Each Party party hereby waives, to the fullest extent permitted by Law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the Parties parties hereto in respect of this Agreement or any of the Contemplated Transactions, in each caseAgreement, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each Party party hereby further agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the Parties parties hereto may file a copy of this Agreement with any court as written evidence of the consent of the Parties parties hereto to the waiver of their right to trial by jury.
Appears in 2 contracts
Samples: Voting Agreement (Nuvation Bio Inc.), Voting Agreement (Nuvation Bio Inc.)
Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of NevadaDelaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws laws thereof. In any action between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions: (a) each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Courts courts of the State of Nevada Delaware and any state appellate court therefrom located within the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of NevadaDelaware); and (b) if any such action is commenced in a state court, then, subject to applicable Law, no Party shall object to the removal of such action to any federal court located in NevadaDelaware. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Each Party hereby waives, to the fullest extent permitted by Law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any of the Contemplated Transactions, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each Party hereby further agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the Parties may file a copy of this Agreement with any court as written evidence of the consent of the Parties to the waiver of their right to trial by jury.
Appears in 1 contract
Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of NevadaDelaware, regardless of the Laws laws that might otherwise govern under applicable principles of conflicts of Laws laws thereof. In any action between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions: (a) each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Courts courts of the State of Nevada California and any state appellate court therefrom located within the State of California (or, only if such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of NevadaCalifornia); and (b) if any such action is commenced in a state court, then, subject to applicable Law, no Party shall object to the removal of such action to any federal court located in NevadaCalifornia. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Each Party hereby waives, to the fullest extent permitted by Law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any of the Contemplated Transactions, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each Party hereby further agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the Parties may file a copy of this Agreement with any court as written evidence of the consent of the Parties to the waiver of their right to trial by jury.
Appears in 1 contract
Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement and the Proxy shall be governed by, and construed in accordance with, the Laws of the State of NevadaDelaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. In any action between any of the Parties parties arising out of or relating to this Agreement or any of the Contemplated TransactionsAgreement: (a) each of the Parties parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Courts Court of Chancery of the State of Nevada Delaware (or, only if such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of NevadaDelaware); and (b) if any such action is commenced in a state court, then, subject to applicable Law, no Party party shall object to the removal of such action to any federal court located in NevadaDelaware. Each of the Parties parties waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety or other security that might be required of any other Party party with respect thereto. Each Party party hereto hereby waives, to the fullest extent permitted by Law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or the Proxy or (ii) in any way connected with or related or incidental to the dealings of the Parties parties hereto in respect of this Agreement or any of the Contemplated Transactionstransactions related hereto, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each Party party hereto hereby further agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the Parties parties hereto may file a copy of this Agreement with any court as written evidence of the consent of the Parties parties hereto to the waiver of their right to trial by jury.
Appears in 1 contract
Applicable Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of NevadaDelaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. In any action between any of the Parties arising out of or relating to this Agreement or any of the Contemplated Transactions: (a) each of the Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Courts Court of Chancery of the State of Nevada Delaware (or, only if such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of NevadaDelaware); and (b) if any such action is commenced in a state court, then, subject to applicable Law, no Party party shall object to the removal of such action to any federal court located in NevadaDelaware. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety or other security that might be required of any other Party party with respect thereto. Each Party hereby waives, to the fullest extent permitted by Law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any of the Contemplated Transactionstransactions related hereto, in each case, whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. Each Party hereby further agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the Parties may file a copy of this Agreement with any court as written evidence of the consent of the Parties to the waiver of their right to trial by jury.
Appears in 1 contract