Common use of Exclusive Jurisdiction Clause in Contracts

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this Agreement. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each acknowledge that the forum designated by this Section 32(b)(i) has a reasonable relation to this Agreement and to such Persons’ relationship with one another. (ii) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 10 contracts

Samples: Preferred Shares Rights Agreement, Preferred Shares Rights Agreement (China Biologic Products, Inc.), Preferred Shares Rights Agreement (E2open Inc)

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Exclusive Jurisdiction. (i) The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this Agreement. The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each acknowledge that the forum designated by this Section 32(b)(i) has a reasonable relation to this Agreement and to such Persons’ relationship with one another. (ii) The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter may in the future have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i) (or the appellate courts thereof). The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i). The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 8 contracts

Samples: Rights Agreement (Vanda Pharmaceuticals Inc.), Preferred Stock Rights Agreement (Cue Health Inc.), Preferred Stock Rights Agreement

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this AgreementPlan. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each acknowledge that the forum designated by this Section 32(b)(i33(b)(i) has a reasonable relation to this Agreement Plan and to such Persons’ relationship with one another. (ii) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i33(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each undertake not to commence any action subject to this Agreement Plan in any forum other than the forum described in Section 32(b)(i33(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 4 contracts

Samples: Tax Benefit Preservation Plan (Aviat Networks, Inc.), Tax Benefit Preservation Plan (Fluidigm Corp), Tax Benefit Preservation Plan (Aviat Networks, Inc.)

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Second District Court of Chancery of the State of DelawareArizona, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of DelawareArizona, over any suit, action or proceeding arising out of or relating to or concerning this AgreementPlan. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each acknowledge that the forum designated by this Section 32(b)(i34(b)(i) has a reasonable relation to this Agreement Plan and to such Persons’ relationship with one another. (ii) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i34(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each undertake not to commence any action subject to this Agreement Plan in any forum other than the forum described in Section 32(b)(i34(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 2 contracts

Samples: Tax Benefit Preservation Plan (Capstone Therapeutics Corp.), Tax Benefit Preservation Plan (Capstone Therapeutics Corp.)

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Second District Court of Chancery of the State of DelawareMinnesota, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of DelawareMinnesota, over any suit, action or proceeding arising out of or relating to or concerning this AgreementPlan. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each acknowledge that the forum designated by this Section 32(b)(i34(b)(i) has a reasonable relation to this Agreement Plan and to such Persons’ relationship with one another. (ii) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i34(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each undertake not to commence any action subject to this Agreement Plan in any forum other than the forum described in Section 32(b)(i34(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 2 contracts

Samples: Tax Benefit Preservation Plan (Aetrium Inc), Tax Benefit Preservation Plan (Aetrium Inc)

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Supreme Court of British Columbia. The Company and the Rights Agent agree that any action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement concerning the Rights Agent must be brought and determined exclusively in the Delaware Court of Chancery or, if the Delaware Court of Chancery lacks jurisdiction over such dispute, then the Superior Court of the State of Delaware, or, if such other court lacks subject matter does not have jurisdiction, the United States Stated District Court for the District of Delaware, over any suit, action or proceeding arising out . This Agreement and each Right issued hereunder will be deemed to be a contract made under the laws of or relating the Province of British Columbia and for all purposes will be governed by and construed in accordance with the laws of such province applicable to or concerning this Agreementcontracts to be made and performed entirely within such province. The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each acknowledge that the forum designated by this Section 32(b)(i) has a reasonable relation to this Agreement and to such Persons’ relationship with one another. (ii) The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter may in the future have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i) (or the appellate courts thereof). The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i). The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 2 contracts

Samples: Preferred Shares Rights Agreement (Zymeworks Inc.), Rights Agreement

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this Agreement. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each acknowledge that the forum designated by this Section 32(b)(i) has a reasonable relation to this Agreement and to such Persons’ relationship with one another. (ii) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 2 contracts

Samples: Preferred Stock Rights Agreement (KBS Fashion Group LTD), Preferred Stock Rights Agreement (Woodward, Inc.)

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this AgreementPlan. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each acknowledge that the forum designated by this Section 32(b)(i34(b)(i) has a reasonable relation to this Agreement Plan and to such Persons’ relationship with one another. (ii) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i34(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each undertake not to commence any action subject to this Agreement Plan in any forum other than the forum described in Section 32(b)(i34(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 2 contracts

Samples: Tax Benefit Preservation Plan (Remark Media, Inc.), Tax Benefit Preservation Plan (Digirad Corp)

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Ordinary Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the Southern District of DelawareNew York or any New York State court sitting in New York City, over any suit, action or proceeding arising out of or relating to or concerning this Agreement. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Ordinary Shares) each acknowledge that the forum designated by this Section 32(b)(i) has a reasonable relation to this Agreement and to such Persons’ relationship with one another. (ii) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Ordinary Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Ordinary Shares) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Ordinary Shares) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 2 contracts

Samples: Preferred Shares Rights Agreement, Preferred Shares Rights Agreement (China Biologic Products Holdings, Inc.)

Exclusive Jurisdiction. (i) The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this Agreement. The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each acknowledge that the forum designated by this Section 32(b)(i) has a reasonable relation to this Agreement and to such Persons’ relationship with one another. Notwithstanding the foregoing, the Company and the Rights Agent may mutually agree to a jurisdiction other than Delaware for any litigation directly between the Company and the Rights Agent arising out of or relating to this Agreement. (ii) The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter may in the future have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i) (or the appellate courts thereof). The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i). The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 2 contracts

Samples: Preferred Stock Rights Agreement (Forte Biosciences, Inc.), Preferred Stock Rights Agreement

Exclusive Jurisdiction. (i) The Company Company, the Rights Agent, and the registered holders of Rights Right Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery courts of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action action, or proceeding arising out of or relating to or concerning this Agreement. The Company Company, the Rights Agent, and the registered holders of Rights Right Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each acknowledge that the forum designated by this Section 32(b)(i31(b)(i) has a reasonable relation to this Agreement and to such Persons’ relationship with one another. (ii) The Company Company, the Rights Agent, and the registered holders of Rights Right Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter may in the future have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i31(b)(i) (or the appellate courts thereof). The Company Company, the Rights Agent, and the registered holders of Rights Right Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i31(b)(i). The Company Company, the Rights Agent, and the registered holders of Rights Right Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 1 contract

Samples: Tax Benefits Preservation Plan (Ocean Power Technologies, Inc.)

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of DelawareNevada, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of DelawareNevada, over any suit, action or proceeding arising out of or relating to or concerning this Agreement. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each acknowledge that the forum designated by this Section 32(b)(i) has a reasonable relation to this Agreement and to such Persons’ relationship with one another. (ii) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 1 contract

Samples: Preferred Shares Rights Agreement (Pacific Sands Inc)

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Exclusive Jurisdiction. (i) 32.1 The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Court Circuit Courts of Chancery of Xxxxxxx County in the State of DelawareMissouri, or, if such court lacks subject matter jurisdiction, the United States District Court for the Western District of DelawareMissouri, over any suit, action or proceeding arising out of or relating to or concerning this Agreement. The Company and the registered holders of Rights Right Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each acknowledge that the forum designated by this Section 32(b)(i) 32.1 has a reasonable relation to this Agreement and to such Persons’ relationship with one another. (ii) 32.2 The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i) 32.1 (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i)32.1. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 1 contract

Samples: Rights Agreement (Epiq Systems Inc)

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesShares and Convertible Securities) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this AgreementPlan. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesShares and Convertible Securities) each acknowledge that the forum designated by this Section 32(b)(i34(b)(i) has a reasonable relation to this Agreement Plan and to such Persons’ relationship with one another. (ii) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesShares and Convertible Securities) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i34(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each undertake not to commence any action subject to this Agreement Plan in any forum other than the forum described in Section 32(b)(i34(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesShares and Convertible Securities) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 1 contract

Samples: Tax Asset Protection Plan (Wet Seal Inc)

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Subject Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this AgreementPlan. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Subject Shares) each acknowledge that the forum designated by this Section 32(b)(i34(b)(i) has a reasonable relation to this Agreement Plan and to such Persons’ relationship with one another. (ii) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Subject Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i34(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Subject Shares) each undertake not to commence any action subject to this Agreement Plan in any forum other than the forum described in Section 32(b)(i34(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Subject Shares) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Crossroads Systems Inc)

Exclusive Jurisdiction. (i) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this AgreementPlan. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each acknowledge that the forum designated by this Section 32(b)(i33(b)(i) has a reasonable relation to this Agreement Plan and to such Persons’ relationship with one another.. 4832-9196-6153v.2 (ii) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i33(b)(i) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each undertake not to commence any action subject to this Agreement Plan in any forum other than the forum described in Section 32(b)(i33(b)(i). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common Shares) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan (Aviat Networks, Inc.)

Exclusive Jurisdiction. (ia) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this Agreement. The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each acknowledge that the forum designated by this Section 32(b)(i36(a) has a reasonable relation to this Agreement and to such Persons’ relationship with one another. (iib) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i36(a) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i36(a). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 1 contract

Samples: Section 382 Rights Agreement (Micron Technology Inc)

Exclusive Jurisdiction. (i) The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this Agreement. The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each acknowledge that the forum designated by this Section 32(b)(i) has a reasonable relation to this Agreement and to such Persons’ relationship with one another. (ii) The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter hereaftermay in the future have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i) (or the appellate courts thereof). The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i). The Company Company, the Rights Agent and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of shares of Common SharesStock) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 1 contract

Samples: Preferred Stock Rights Agreement

Exclusive Jurisdiction. (ia) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if such court lacks subject matter jurisdiction, the United States District Court for the District of Delaware, over any suit, action or proceeding arising out of or relating to or concerning this Agreement. The Company and the registered holders of Rights Right Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each acknowledge that the forum designated by this Section 32(b)(i36(a) has a reasonable relation to this Agreement and to such Persons’ relationship with one another. (iib) The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in any court referred to in Section 32(b)(i36(a) (or the appellate courts thereof). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each undertake not to commence any action subject to this Agreement in any forum other than the forum described in Section 32(b)(i36(a). The Company and the registered holders of Rights Certificates (and, prior to the Distribution Date, the registered holders of Common SharesStock) each hereby agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding brought in any such court will be conclusive and binding upon such Persons.

Appears in 1 contract

Samples: Rights Agreement (Baxalta Inc)

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