Common use of Exclusive Forum Clause in Contracts

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: (a) any derivative action or proceeding brought on behalf of the Corporation; (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; (c) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or the Corporation’s certificate of incorporation or bylaws; or (d) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Section 9.16 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 9.16 (including, without limitation, each portion of any sentence of this Section 9.16 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the The Court of Chancery in of the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: bring (ai) any derivative action or proceeding brought on behalf of the Corporation; , (bii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; , (ciii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or the Corporation’s certificate Certificate of incorporation Incorporation or bylaws; these Bylaws, or (div) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each . For the avoidance of (a) through (d) abovedoubt, any claim as Person purchasing or otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed to which the Court of Chancery determines that there is an indispensable party not subject have notice of, and consented to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination)provisions of, which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdictionthis Article XVI. If any provision or provisions of this Section 9.16 Article XVI shall be held to be invalid, illegal or unenforceable as applied to any person or entity Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 9.16 Article XVI (including, without limitation, each portion of any sentence of this Section 9.16 Article XVI containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities Persons and circumstances shall not in any way be affected or impaired thereby.

Exclusive Forum. Unless the Corporation consents Board of Directors or one of its committees otherwise approves, in writing accordance with Section 141 of the DGCL, this Second Amended and Restated Certificate of Incorporation and the bylaws of the Corporation, to the selection of an alternative alternate forum, the Court of Chancery in of the State of Delaware shall (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware also does not have jurisdiction, the United States District Court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: (ai) any derivative action or proceeding brought on behalf of the Corporation; , (bii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; , (ciii) any action asserting a claim against the Corporation, its directors, officers or employees Corporation arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate of Incorporation or bylaws of the Corporation’s certificate , (iv) any action to interpret, apply, enforce or determine the validity of incorporation this Second Amended and Restated Certificate of Incorporation or bylaws; the bylaws of the Corporation or (dv) any action asserting a claim against the Corporation, its directors, officers or employees Corporation governed by the internal affairs doctrinedoctrine (each, except fora “Covered Proceeding”); provided that, the provisions of this Article XI(a) will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as to each of (a) through (d) aboveamended, or any other claim as to for which the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court State of Chancery (and the indispensable party does not consent to the personal jurisdiction Delaware dismisses any such action for lack of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. If any provision , such action may be brought in another state or provisions federal court sitting in the State of this Section 9.16 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 9.16 (including, without limitation, each portion of any sentence of this Section 9.16 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired therebyDelaware.

Exclusive Forum. Unless the this Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in of the State of Delaware shall shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: (ai) any derivative action or proceeding brought on behalf of the Corporation; , (bii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer officer, employee or other employee stockholder of the Corporation to the Corporation or the Corporation’s stockholders; , (ciii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or as to which the Corporation’s certificate DGCL confers jurisdiction on the Court of incorporation Chancery of the State of Delaware, this Certificate of Incorporation or bylaws; the Bylaws or (div) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine; provided that for the avoidance of doubt, except forthis provision, as including for any “derivative action,” will not apply to each of (a) through (d) abovesuits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not federal courts have subject matter exclusive jurisdiction. If any provision or provisions Unless the Corporation consents in writing to the selection of this Section 9.16 shall be held to be invalidan alternative forum, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, thenthe federal district courts of the United States of America shall, to the fullest extent permitted by law, be the validitysole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, legality as amended. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and enforceability the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring or holding any interest in shares of such provisions in any other circumstance and capital stock of the remaining Corporation shall be deemed to have notice of and consented to the provisions of this Section 9.16 (including, without limitation, each portion of any sentence of this Section 9.16 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired therebyArticle Eleven.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery state or federal courts in the State of Delaware Hennepin County, Minnesota shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: (ai) any derivative action or proceeding brought on behalf of the Corporation; corporation, (bii) any action asserting a claim of for breach of a fiduciary duty owed by any director, officer officer, employee, or other employee agent of the Corporation corporation to the Corporation corporation or the Corporationcorporation’s stockholders; shareholders, (ciii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL Minnesota Business Corporation Act, the articles of incorporation, or the Corporation’s certificate of incorporation or bylaws; these By-laws (as either may be amended from time to time), or (div) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except forin each case subject to said courts having personal jurisdiction over the indispensable parties named as defendants therein. If any action the subject matter of which is within the scope of this Section 12.01 is filed in a court other than a state or federal court in Hennepin County, as Minnesota (a “Foreign Action”) by any shareholder, such shareholder shall be deemed to each of have consented to: (a) through (d) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court state or federal courts in Hennepin County, Minnesota in connection with any action brought in any such court to enforce this Section 6.06; and (b) having service of Chancery within ten days following process made upon such determination), which is vested shareholder in any such action by service upon such shareholder’s counsel in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or Foreign Action as agent for which the Court of Chancery does not have subject matter jurisdictionsuch shareholder. If any provision or provisions of this Section 9.16 6.06 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions provision in any other circumstance and of the remaining provisions of this Section 9.16 6.06 (including, without limitation, each portion of any sentence of this Section 9.16 6.06 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and or circumstances shall not in any way be affected or impaired thereby.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in of the State of Delaware shall shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: bring (aA) any derivative action or proceeding brought on behalf of the Corporation; , (bB) any action asserting a claim of breach of a fiduciary duty owed by any director, officer officer, employee or other employee agent of the Corporation to the Corporation or the Corporation’s stockholders; , (cC) any action asserting a claim against the Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL DGCL, this Amended and Restated Certificate of Incorporation or the Corporation’s certificate of incorporation or bylaws; Bylaws, or (dD) any action asserting a claim against the Corporation, its Corporation or any directors, officers or employees or agents of the Corporation governed by the internal affairs doctrine, except for, as to each of (aA) through (dD) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for over which the Court of Chancery does not have subject matter jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII. If any provision or provisions of this Section 9.16 Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 9.16 Article XIII (including, without limitation, each portion of any sentence of this Section 9.16 Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Exclusive Forum. Unless Unless, with the approval of the Board, the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: (a) any derivative action claim or proceeding brought on behalf of the Corporation; (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; (c) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or the Corporation’s certificate of incorporation or bylaws; or (d) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to doctrine (each of (a) through (d) above, a “Covered Claim”) and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Notwithstanding the foregoing, the provisions of this Section 9.15 will not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended or any other claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in any security of Chancery does not the Corporation shall be deemed to have subject matter jurisdictionnotice of and consented to the provisions of this Section 9.15. If any provision or provisions of this Section 9.16 9.15 shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 9.16 9.15 (including, without limitation, each portion of any sentence of this Section 9.16 9.15 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in of the State of Delaware shall shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: bring (aA) any derivative action or proceeding brought on behalf of the Corporation; , (bB) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or officer, other employee or agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders; , (cC) any action asserting a claim against the Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL, this Certificate of Incorporation or bylaws of the Corporation or as to which the DGCL or confers jurisdiction on the Corporation’s certificate Court of incorporation or bylaws; Chancery of the State of Delaware, or (dD) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (a) through (d) above. To the fullest extent permitted by law, any claim as person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to which the Court have notice of Chancery determines that there is an indispensable party not subject and consented to the jurisdiction provisions of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdictionthis Article XIII. If any provision or provisions of this Section 9.16 Article XIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 9.16 Article XIII (including, without limitation, each portion of any sentence of this Section 9.16 Article XIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the The Court of Chancery in of the State of Delaware (the “Court of Chancery”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring: bring (ai) any derivative action or proceeding brought on behalf of the Corporation; , (bii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders; , (ciii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Amended and Restated Certificate of Incorporation or Bylaws of the Corporation’s certificate of incorporation or bylaws; , or (div) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each . For the avoidance of (a) through (d) abovedoubt, any claim as Person purchasing or otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed to which the Court of Chancery determines that there is an indispensable party not subject have notice of, and consented to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination)provisions of, which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdictionthis Article XII. If any provision or provisions of this Section 9.16 Article XII shall be held to be invalid, illegal or unenforceable as applied to any person or entity Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Section 9.16 Article XII (including, without limitation, each portion of any sentence of this Section 9.16 Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities Persons and circumstances shall not in any way be affected or impaired thereby.