Common use of Consent to Jurisdiction; Service of Process; Venue Clause in Contracts

Consent to Jurisdiction; Service of Process; Venue. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court for the purpose of any action or proceeding arising out of this Agreement or any of the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) consents to the service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 6.9 and (d) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than a federal court located in the State of Delaware or a Delaware state court, and irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in a federal court located in the State of Delaware or a Delaware state court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Appears in 8 contracts

Samples: Tender Agreement (Valeant Pharmaceuticals International, Inc.), Tender Agreement (Valeant Pharmaceuticals International, Inc.), Tender Agreement (Valeant Pharmaceuticals International, Inc.)

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Consent to Jurisdiction; Service of Process; Venue. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court for the purpose of any action or proceeding arising out of this Agreement or any of the transactions contemplated herebyTransactions, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) consents to the service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 6.9 6.1 and (d) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby Transactions in any court other than a federal court located in the State of Delaware or a Delaware state court, and irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby Transactions in a federal court located in the State of Delaware or a Delaware state court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Appears in 4 contracts

Samples: Contingent Value Rights Agreement (Grupo Ferrer Internacional, S.A.), Agreement and Plan of Merger (Alexza Pharmaceuticals Inc.), Contingent Value Rights Agreement (Valeant Pharmaceuticals International, Inc.)

Consent to Jurisdiction; Service of Process; Venue. Each of the parties party hereto hereby irrevocably and unconditionally (ai) consents to submit itself the submission to the personal exclusive jurisdiction of any federal court the courts of the State of Delaware and of the United States of America located in the State of Delaware or Delaware, county of Wilmington, for any Delaware state court for the purpose of any action or proceeding Claims arising out of or relating to this Agreement or any of the breach, termination or validity thereof and the transactions contemplated herebyby this Agreement, (bii) agrees not to commence any Action relating thereto except in such courts and in accordance with the provisions of this Agreement, (iii) agrees that it will not attempt to deny service of any process, summons, notice, or defeat such personal jurisdiction document by motion U.S. registered mail or other request as otherwise provided in this Agreement shall be effective service of process for leave from any Action brought in any such court, (civ) consents to the service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 6.9 and (d) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than a federal court located in the State of Delaware or a Delaware state court, and irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding Action arising out of this Agreement or the transactions contemplated hereby by this Agreement in a federal court the courts of the State of Delaware or the United States of America located in the State of Delaware Delaware, and (v) agrees not to plead or a Delaware state claim in any such court or that any such action, suit or proceeding Action brought in any such court has been brought in an inconvenient forum.

Appears in 3 contracts

Samples: Stockholders Agreement, Stockholders Agreement (El Pollo Loco Holdings, Inc.), Stockholders Agreement (EPL Intermediate, Inc.)

Consent to Jurisdiction; Service of Process; Venue. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court for the purpose of any action or proceeding arising out of this Agreement or any of the transactions contemplated herebyTransactions, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) consents to the service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 6.9 9.2 and (d) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby Transactions in any court other than a federal court located in the State of Delaware or a Delaware state court, and irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby Transactions in a federal court located in the State of Delaware or a Delaware state court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Alexza Pharmaceuticals Inc.), Agreement and Plan of Merger (Synergetics Usa Inc), Agreement and Plan of Merger (Solta Medical Inc)

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Consent to Jurisdiction; Service of Process; Venue. Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of any federal court located in the State of Delaware or any Delaware state court for the purpose of any action or proceeding arising out of this Agreement or any of the transactions contemplated herebyOffer, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) consents to the service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 6.9 6.1 and (d) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby Offer in any court other than a federal court located in the State of Delaware or a Delaware state court, and irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby Offer in a federal court located in the State of Delaware or a Delaware state court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Appears in 1 contract

Samples: Contingent Value Rights Agreement (Tamez Gutierrez Fernando)

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