Common use of Consent to Jurisdiction; Venue Clause in Contracts

Consent to Jurisdiction; Venue. (a) Each of the parties irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action or proceeding arising out of or relating to this Agreement. Each of the parties agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the Transactions, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 4 contracts

Samples: Merger Agreement (Aerosonic Corp /De/), Merger Agreement (Sri Surgical Express Inc), Merger Agreement (Coleman Cable, Inc.)

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Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within to the State jurisdiction of the United States District Court for the District of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action or proceeding Action arising out of or relating to this Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such Action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding Action relating to the TransactionsMerger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 8.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 4 contracts

Samples: Merger Agreement (Mondavi Robert Corp), Merger Agreement (Mondavi Robert Corp), Merger Agreement (Constellation Brands, Inc.)

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within to the State jurisdiction of the United States District Court for the District of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action or proceeding arising out of or relating to this Agreement and the Confidentiality Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the TransactionsMerger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 8.9 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 3 contracts

Samples: Merger Agreement (Railamerica Inc /De), Merger Agreement (Watchguard Technologies Inc), Merger Agreement (Onyx Software Corp/Wa)

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within to the State jurisdiction of the United States District Court for the District of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action or proceeding Action arising out of or relating to this Agreement and the Confidentiality Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such Action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding Action relating to the TransactionsMerger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 8.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 3 contracts

Samples: Merger Agreement (Navigant International Inc), Merger Agreement (Kroll Inc), Merger Agreement (Marsh & McLennan Companies Inc)

Consent to Jurisdiction; Venue. (a) 8.8.1 Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within the State of Delaware (or, if United States District Court for the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State District of Delaware) , for the purpose of any action or proceeding arising out of or relating to this AgreementAgreement and each of the parties hereto irrevocably agrees that all claims in respect to such action or proceeding shall be heard and determined exclusively in any Delaware state or federal court. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) 8.8.2 Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the TransactionsMerger, on behalf of itself or its property, by the personal delivery of copies of such process to such partyparty in the same manner as notice is to be provided pursuant to Section 8.3. Nothing in this Section 9.8 8.9 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (NeoStem, Inc.), Merger Agreement (China Biopharmaceuticals Holdings Inc)

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within to the State jurisdiction of the United States District Court for the District of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action or proceeding Action arising out of or relating to this Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such Action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding Action relating to the TransactionsOffer and Merger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 2 contracts

Samples: Merger Agreement (Boron Lepore & Associates Inc), Merger Agreement (Cardinal Health Inc)

Consent to Jurisdiction; Venue. (a) 8.8.1 Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within the State of Delaware (or, if United States District Court for the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State District of Delaware) , for the purpose of any action or proceeding arising out of or relating to this AgreementAgreement and each of the parties hereto irrevocably agrees that all claims in respect to such action or proceeding shall be heard and determined exclusively in any Delaware state or federal court. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) 8.8.2 Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the TransactionsMerger, on behalf of itself or its property, by the personal delivery of copies of such process to such partyparty in the same manner as notice is to be provided pursuant to Section 8.2. Nothing in this Section 9.8 8.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 2 contracts

Samples: Merger Agreement (Bergen Brunswig Corp), Merger Agreement (Pharmerica Inc)

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within to the State of Delaware (or, if the Chancery Court jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matterUnited States District Court for Delaware, any state or federal court within the State of Delaware) for the purpose of any action or proceeding arising out of or relating to this AgreementAgreement and each of the parties hereto irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Delaware state or federal court sitting in Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the TransactionsMerger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 8.8 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 2 contracts

Samples: Merger Agreement (Culligan Water Technologies Inc), Merger Agreement (United States Filter Corp)

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within to the State jurisdiction of the United States District Court for the District of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action or proceeding Action arising out of or relating to this Agreement and the Confidentiality Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such Action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding Action relating to the TransactionsMerger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 8.9 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 2 contracts

Samples: Merger Agreement (Smithkline Beecham Corp), Merger Agreement (Corixa Corp)

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Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within to the State of Delaware (or, if the Chancery Court jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within United States District Court for the State District of Delaware) , for the purpose of any action or proceeding arising out of or relating to this Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any state or federal court sitting in Wilmington, Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) . Each of the parties hereto irrevocably consents to the service of any summons and complaint complaints and any other process in any other action or proceeding relating to the Transactionsthis Agreement, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 6.7 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 1 contract

Samples: Irrevocable Proxy Agreement (Harbinger Corp)

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within to the State of Delaware (or, if the Chancery Court jurisdiction of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within United States District Court for the State District of Delaware) , for the purpose of any action or proceeding arising out of or relating to this Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any state or federal court sitting in Wilmington, Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) . Each of the parties hereto irrevocably consents to the service of any summons and complaint complaints and any other process in any other action or proceeding relating to the Transactionsthis Agreement, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 5.6 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 1 contract

Samples: Voting Agreement (Caremark Rx Inc)

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within to the State jurisdiction of the United States District Court for the District of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action or proceeding arising out of or relating to this Agreement and the Confidentiality Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the TransactionsMerger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 10.15 shall affect the right of any party hereto to serve legal process in any other manner permitted by law.

Appears in 1 contract

Samples: Merger Agreement (Knova Software, Inc.)

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within to the State jurisdiction of the United States District Court for the District of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action or proceeding arising out of or relating to this Agreement and the Confidentiality Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the TransactionsMerger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 8.10 shall affect the right of any party hereto to serve legal process in any other manner permitted by lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Intraware Inc)

Consent to Jurisdiction; Venue. (a) Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Chancery Court of the State state courts of Delaware and any state appellate court therefrom within to the State jurisdiction of the United States District Court for the District of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) for the purpose of any action or proceeding arising out of or relating to this Agreement and the Confidentiality Agreement, and each of the parties hereto irrevocably agrees that all claims in respect to such action may be heard and determined exclusively in any Delaware state or federal court sitting in the State of Delaware. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (b) Each of the parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other action or proceeding relating to the TransactionsMerger, on behalf of itself or its property, by the personal delivery of copies of such process to such party. Nothing in this Section 9.8 8.9 shall affect the right of any party hereto to serve legal process in any other manner permitted by lawLaw.

Appears in 1 contract

Samples: Merger Agreement (Manatron Inc)

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