Common use of Exclusive Forum Clause in Contracts

Exclusive Forum. Unless the Board of Directors or one of its committees otherwise approves, in 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 alternate forum, the Court of Chancery of the State of Delaware (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 (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) 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, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate of Incorporation or bylaws of the Corporation, (iv) any action to interpret, apply, enforce or determine the validity of this Second Amended and Restated Certificate of Incorporation or the bylaws of the Corporation or (v) any action asserting a claim against the Corporation governed by the internal affairs doctrine (each, a “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 amended, or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware.

Exclusive Forum. Unless the Board of Directors or one of its committees otherwise approves, Corporation consents in accordance with Section 141 of the DGCL, this Second Amended and Restated Certificate of Incorporation and the bylaws of the Corporation, writing to the selection of an alternate alternative forum, the Court of Chancery of in the State of Delaware (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, shall be the sole and exclusive forum for any stockholder (iincluding a beneficial owner) to bring: (a) any derivative action or proceeding brought on behalf of the Corporation, ; (iib) 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, ; (iiic) any action asserting a claim against the Corporation Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate of Incorporation or bylaws of the Corporation, (iv) any action to interpret, apply, enforce ’s certificate of incorporation or determine the validity of this Second Amended and Restated Certificate of Incorporation or the bylaws of the Corporation bylaws; or (vd) any action asserting a claim against the Corporation Corporation, its directors, officers or employees governed by the internal affairs doctrine (eachdoctrine, a “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 1934except for, as amendedto each of (a) through (d) above, or any other claim for as to 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 State Court of Delaware dismisses any Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such action determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for lack 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 action may 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 brought 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 another state any way be affected or federal court sitting in the State of Delawareimpaired thereby.

Exclusive Forum. Unless the Board of Directors or one of its committees otherwise approves, Corporation consents in accordance with Section 141 of the DGCL, this Second Amended and Restated Certificate of Incorporation and the bylaws of the Corporation, writing to the selection of an alternate alternative forum, the Court of Chancery of the State of Delaware (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 (iincluding a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of the Corporation, (iiB) 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, (iiiC) any action asserting a claim against the Corporation Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL or DGCL, this Second Amended and Restated Certificate of Incorporation or bylaws of the Corporation, (iv) any action to interpret, apply, enforce or determine the validity of this Second Amended and Restated Certificate of Incorporation or the bylaws of the Corporation or (v) any action asserting a claim against the Corporation governed by the internal affairs doctrine (each, a “Covered Proceeding”); provided that, the provisions of this Article XI(a) will not apply as to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if and only if DGCL confers jurisdiction on the Court of Chancery of the State of Delaware dismisses Delaware, or (D) any action asserting a claim governed by the internal affairs doctrine. 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 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 Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such action for lack provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of subject matter jurisdiction, such action may provision to other persons or entities and circumstances shall not in any way be brought in another state affected or federal court sitting in the State of Delawareimpaired thereby.

Exclusive Forum. Unless the Board of Directors or one of its committees otherwise approves, Corporation consents in accordance with Section 141 of the DGCL, this Second Amended and Restated Certificate of Incorporation and the bylaws of the Corporation, writing to the selection of an alternate alternative forum, the Court of Chancery of the State of Delaware (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 (iincluding a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of the Corporation, (iiB) 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, (iiiC) any action asserting a claim against the Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL, this Amended and Restated Certificate of Incorporation or the Bylaws, or (D) any action asserting a claim against the Corporation arising pursuant to or any provision directors, officers or employees or agents of the DGCL or this Second Amended and Restated Certificate of Incorporation or bylaws of the Corporation, (iv) any action to interpret, apply, enforce or determine the validity of this Second Amended and Restated Certificate of Incorporation or the bylaws of the Corporation or (v) any action asserting a claim against the Corporation governed by the internal affairs doctrine doctrine, except as to each of (eachA) through (D) 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 “Covered Proceeding”); provided thatcourt or forum other than the Court of Chancery, or 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 XI(a) will not apply XIII. If any provision or provisions of this Article XIII shall be held to suits brought be invalid, illegal or unenforceable as applied to enforce any liability person or duty created entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the Securities Exchange Act validity, legality and enforceability of 1934, as amended, or such provisions in any other claim for which the federal courts have exclusive jurisdiction; circumstance and provided further that, if and only if the Court of Chancery of the State remaining provisions of Delaware dismisses this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such action for lack provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of subject matter jurisdiction, such action may provision to other persons or entities and circumstances shall not in any way be brought in another state affected or federal court sitting in the State of Delawareimpaired thereby.

Exclusive Forum. Unless Unless, with the Board of Directors or one of its committees otherwise approves, in accordance with Section 141 approval of the DGCLBoard, this Second Amended and Restated Certificate of Incorporation and the bylaws of the Corporation, Corporation consents in writing to the selection of an alternate alternative forum, the Court of Chancery of in the State of Delaware (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, shall be the sole and exclusive forum for any stockholder (iincluding a beneficial owner) to bring: (a) any derivative action claim or proceeding brought on behalf of the Corporation, ; (iib) 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, ; (iiic) any action asserting a claim against the Corporation Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate the Corporation’s certificate of Incorporation incorporation or bylaws of bylaws; or (d) any claim against the Corporation, (iv) any action to interpretits directors, apply, enforce officers or determine the validity of this Second Amended and Restated Certificate of Incorporation or the bylaws of the Corporation or (v) any action asserting a claim against the Corporation employees governed by the internal affairs doctrine (eacheach of (a) through (d) above, a “Covered ProceedingClaim”); provided that) 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 Article XI(a) Section 9.15 will not apply to suits brought to enforce any a duty or liability or duty created by the Securities Exchange Act of 1934, as amended, amended or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery . Any person or entity purchasing or otherwise acquiring any interest in any security of the State Corporation shall be deemed to have notice of Delaware dismisses and consented to the provisions of this Section 9.15. If any provision or provisions of this Section 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 9.15 (including, without limitation, each portion of any sentence of this Section 9.15 containing any such action for lack provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of subject matter jurisdiction, such action may provision to other persons or entities and circumstances shall not in any way be brought in another state affected or federal court sitting in the State of Delawareimpaired thereby.

Exclusive Forum. Unless the Board of Directors or one of its committees otherwise approves, in 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 alternate forum, the The Court of Chancery of the State of Delaware (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 DelawareChancery”) shall, to the fullest extent permitted by applicable law, 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 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, (iii) any action asserting a claim against the Corporation Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate of Incorporation or bylaws Bylaws of the Corporation, or (iv) any action to interpret, apply, enforce or determine the validity of this Second Amended and Restated Certificate of Incorporation or the bylaws of the Corporation or (v) any action asserting a claim against the Corporation Corporation, its directors, officers or employees governed by the internal affairs doctrine (eachdoctrine. For the avoidance of doubt, a “Covered Proceeding”); provided thatany Person purchasing or otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed to have notice of, and consented to the provisions of, this Article XII. If any provision or provisions of this Article XI(a) will not apply XII shall be held to suits brought be invalid, illegal or unenforceable as applied to enforce any liability Person or duty created circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the Securities Exchange Act validity, legality and enforceability of 1934, as amended, or such provisions in any other claim for which the federal courts have exclusive jurisdiction; circumstance and provided further that, if and only if the Court of Chancery of the State remaining provisions of Delaware dismisses this Article XII (including, without limitation, each portion of any sentence of this Article XII containing any such action for lack provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of subject matter jurisdiction, such action may provision to other Persons and circumstances shall not in any way be brought in another state affected or federal court sitting in the State of Delawareimpaired thereby.

Exclusive Forum. Unless the Board of Directors or one of its committees otherwise approves, Corporation consents in accordance with Section 141 of the DGCL, this Second Amended and Restated Certificate of Incorporation and the bylaws of the Corporation, writing to the selection of an alternate alternative forum, the Court of Chancery of the State of Delaware (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 DelawareChancery”) shall, to the fullest extent permitted by applicable law, shall be the sole and exclusive forum for any stockholder of the Corporation (including a beneficial owner of stock) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) 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, (iii) any action asserting a claim against the Corporation Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate of Incorporation or bylaws of the Corporation, (iv) any action to interpret, apply, enforce or determine the validity of this Second Amended and Restated Certificate of Incorporation or the bylaws of the Corporation Corporation, or (viv) any action asserting a claim against the Corporation Corporation, its directors, officers or employees governed by the internal affairs doctrine doctrine, except as to each of (eachi) through (iv) 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 “Covered Proceeding”); provided thatcourt 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 Article XI(a) will not apply XIII shall be held to suits brought be invalid, illegal or unenforceable as applied to enforce any liability person or duty created entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the Securities Exchange Act validity, legality and enforceability of 1934, as amended, or such provisions in any other claim for which the federal courts have exclusive jurisdiction; circumstance and provided further that, if and only if the Court of Chancery of the State remaining provisions of Delaware dismisses this Article XIII (including, without limitation, each portion of any sentence of this Article XIII containing any such action for lack provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of subject matter jurisdiction, such action may provision to other persons or entities and circumstances shall not in any way be brought in another state affected or federal court sitting in the State of Delawareimpaired thereby.

Exclusive Forum. Unless the Board of Directors or one of its committees otherwise approves, in 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 alternate forum, the The Court of Chancery of the State of Delaware (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 DelawareChancery”) shall, to the fullest extent permitted by applicable law, 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 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, (iii) any action asserting a claim against the Corporation Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Second Amended and Restated the Certificate of Incorporation or bylaws of the Corporationthese Bylaws, or (iv) any action to interpret, apply, enforce or determine the validity of this Second Amended and Restated Certificate of Incorporation or the bylaws of the Corporation or (v) any action asserting a claim against the Corporation Corporation, its directors, officers or employees governed by the internal affairs doctrine (eachdoctrine. For the avoidance of doubt, a “Covered Proceeding”); provided thatany Person purchasing or otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed to have notice of, and consented to the provisions of, this Article XVI. If any provision or provisions of this Article XI(a) will not apply XVI shall be held to suits brought be invalid, illegal or unenforceable as applied to enforce any liability Person or duty created circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the Securities Exchange Act validity, legality and enforceability of 1934, as amended, or such provisions in any other claim for which the federal courts have exclusive jurisdiction; circumstance and provided further that, if and only if the Court of Chancery of the State remaining provisions of Delaware dismisses this Article XVI (including, without limitation, each portion of any sentence of this Article XVI containing any such action for lack provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of subject matter jurisdiction, such action may provision to other Persons and circumstances shall not in any way be brought in another state affected or federal court sitting in the State of Delawareimpaired thereby.