Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, 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: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.
Appears in 10 contracts
Samples: Tender and Voting Agreement (Pappajohn John), Tender and Voting Agreement (Conmed Healthcare Management, Inc.), Stockholder Agreement (Diedrich Coffee Inc)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, 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 AgreementAgreement 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 Chancery Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.
Appears in 9 contracts
Samples: Merger Agreement (Infinity Oil & Gas Co), Merger Agreement (Lipocine Inc.), Merger Agreement (LEO Pharma a/S)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws 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: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jurylaws.
Appears in 6 contracts
Samples: Merger Agreement (CalciMedica, Inc. /DE/), Merger Agreement (Bell Robert G.), Merger Agreement (Tanimoto Sarina)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, 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 AgreementAgreement 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 Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.
Appears in 5 contracts
Samples: Merger Agreement (Diedrich Coffee Inc), Merger Agreement (Diedrich Coffee Inc), Merger Agreement (Peets Coffee & Tea Inc)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (ai) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of state and federal courts located in the State of Delaware; and (bii) each of the parties irrevocably waives the right to trial by jury.
Appears in 4 contracts
Samples: Rollover Agreement, Rollover Agreement (Chen Robert I), Rollover Agreement (Chen Robert I)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, 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 transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.
Appears in 3 contracts
Samples: Merger Agreement (Adobe Systems Inc), Merger Agreement (Adobe Systems Inc), Merger Agreement (Macromedia Inc)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties Parties arising out of or relating to this AgreementAgreement or any of the Contemplated Transactions: (a) each of the parties Parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of state and federal courts located in the State of Delaware; and (b) each of the parties Parties irrevocably waives the right to trial by jury.
Appears in 3 contracts
Samples: Merger Agreement (Opexa Therapeutics, Inc.), Merger Agreement (Signal Genetics, Inc.), Merger Agreement (Monster Digital, Inc.)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties arising out of or relating to this Agreement: Agreement or any of the transactions contemplated by this Agreement (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of (or to the extent such court does not have subject matter jurisdiction, other state courts) located in the State of Delaware; Delaware and (b) each of the parties irrevocably waives the right to trial by jury.
Appears in 3 contracts
Samples: Merger Agreement (Nassda Corp), Merger Agreement (Synopsys Inc), Merger Agreement (Alpha Innotech Corp)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties arising out of or relating to this Agreement: (a) Agreement or any of the transactions contemplated by this Agreement each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of (or to the extent such court does not have subject matter jurisdiction, other state courts) located in the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.
Appears in 2 contracts
Samples: Merger Agreement (Synopsys Inc), Merger Agreement (HPL Technologies Inc)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, all respects by the internal laws of the State of Delaware, regardless Delaware without regard to conflict of laws provisions. The parties hereto (i) designate the courts of the laws that might otherwise govern under applicable principles State of conflicts of laws thereof. In any action between any of Delaware as the parties arising out of or relating forum where all matters pertaining to this Agreement: Agreement may be adjudicated, and (aii) each of by the parties irrevocably and unconditionally consents and submits foregoing designation, consent to the exclusive jurisdiction and venue of such courts for the Court purpose of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right adjudicating all matters pertaining to trial by jurythis Agreement.
Appears in 2 contracts
Samples: Subscription Agreement (Arrowhead Research Corp), Subscription Agreement (Arrowhead Research Corp)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action between any of the parties arising out of or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.suit
Appears in 2 contracts
Samples: Merger Agreement (Avalon Pharmaceuticals Inc), Merger Agreement (Clinical Data Inc)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of state and federal courts located in the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.
Appears in 2 contracts
Samples: Merger Agreement (Rae Systems Inc), Merger Agreement (Rae Systems Inc)
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of (or to the extent such court does not have subject matter jurisdiction, other state courts) located in the State of Delaware; and (b) (c) each of the parties irrevocably waives the right to trial by jury.
Appears in 2 contracts
Samples: Merger Agreement (Ipass Inc), Merger Agreement (GoRemote Internet Communications, Inc.)
Applicable Law; Jurisdiction. This Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of Delaware, regardless of the laws law that might otherwise govern be applied under applicable principles of conflicts conflict of laws thereof. In any action between any of the parties arising out of or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jurylaws.
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (PetIQ, Inc.), Nonqualified Stock Option Agreement (PetIQ, Inc.)
Applicable Law; Jurisdiction. This Agreement agreement is made under, and shall be governed by, construed and construed enforced in accordance with, the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereofLaw. In any action among or between any of the parties arising out of or relating to this Agreement: (a) , each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of state and federal courts located in the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.
Appears in 1 contract
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit between any of the parties arising out of or relating to this Agreement: (a) each Agreement or any of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.the
Appears in 1 contract
Applicable Law; Jurisdiction. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State state of DelawareDelaware (excluding any conflict of laws, regardless rule or principle which might refer such construction to the laws of another jurisdiction) and shall be treated in all respects as a Delaware contract. The parties hereto irrevocably attorn to the non-exclusive jurisdiction of the laws that might otherwise govern under applicable principles state and federal courts of conflicts of laws thereof. In Delaware with respect to any action between any of the parties matter arising out of hereunder or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by juryrelated thereto.
Appears in 1 contract
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit between any of the parties arising out of or relating to this AgreementAgreement 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 Chancery Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.
Appears in 1 contract
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, 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: EXCEPT AS SET FORTH IN SECTION 1.12 (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.
Appears in 1 contract
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (ai) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.consents
Appears in 1 contract
Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, 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: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.might
Appears in 1 contract