Common use of Exclusive Forum Clause in Contracts

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws, or (iv) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Exclusive Forum. Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, or employees, agents or stockholders arising pursuant to any provision of the DGCL or this Certificate of Incorporation or the Bylaws, or (iv) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, or employees, agents or stockholders governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”) by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII; and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Exclusive Forum. Section 1171. Unless To the Corporation fullest extent permitted by law, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Specified Court”) shall be the sole and exclusive forum for any stockholder Shareholder (including a beneficial ownerBeneficial Owner) to bring (ia) any derivative action or proceeding brought on behalf of the CorporationCompany, (iib) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former directorDirector, officer Officer or other employee, agent or stockholder of the Corporation Shareholder to the Corporation Company or to the Corporation’s stockholdersShareholders, (iiic) any action, suit or proceeding asserting a claim against the CorporationCompany, its current or former directorsDirectors, officersOfficers, or employees, agents or stockholders shareholders arising pursuant to any provision of the DGCL Companies Act or this Certificate of Incorporation or the Bylawsthese Articles, or (ivd) any action, suit or proceeding asserting a claim against the CorporationCompany, its current or former directorsDirectors, officersOfficers, or employees, agents or stockholders Shareholders governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article VIII 171 is filed in a court other than the Chancery Specified Court (a “Foreign Action”) by any stockholder Shareholder (including any beneficial ownerBeneficial Owner), to the fullest extent permitted by law, such stockholder Shareholder shall be deemed to have consented to: (ai) the personal jurisdiction of the Chancery Specified Court in connection with any action brought in any such court to enforce this Section 1 of this Article VIII171; and (bii) having service of process made upon such stockholder Shareholder in any such action by service upon such stockholderShareholder’s counsel in the Foreign Action as agent for such stockholderShareholder.

Exclusive Forum. Section 1. A. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall of the State of Delaware (or, in the event that the Chancery Court declines or does not have jurisdiction, the federal district court for the District of Delaware or, in the event that the federal district court for the District of Delaware does not have jurisdiction, other state courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers, employees, agents or stockholders arising pursuant to any provision of the DGCL or the Bylaws or this Certificate of Incorporation (as either may be amended from time to time), (iv) any action, suit or proceeding as to which the BylawsDGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (ivv) any action, suit or proceeding asserting a claim against the Corporation, its Corporation or any current or former directorsdirector, officers, employees, agents officer or stockholders stockholder governed by the internal affairs doctrine. If any action the subject matter of which is within the scope of this Section 1 of this Article VIII the immediately preceding sentence is filed in a court other than the Chancery Court courts in the State of Delaware (a “Foreign Action”) by in the name of any stockholder (including any beneficial owner), to the fullest extent permitted by lawstockholder, such stockholder shall be deemed to have consented to: to (ax) the personal jurisdiction of the Chancery Court state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce this Section 1 the provisions of this Article VIII; the immediately preceding sentence and (by) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.