Common use of Forum for Adjudication of Certain Disputes Clause in Contracts

Forum for Adjudication of Certain Disputes. Pursuant to Section 3804(e) of the Delaware Act, unless the Trust consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any trustee, officer, or employee of the Trust to the Trust or its Shareholders, (iii) any action asserting a claim against the Trust or any trustee, officer, or employee of the Trust arising pursuant to any provision of the Delaware Statutory Trust Act, this Declaration or the By-Laws, or (iv) any action asserting a claim against the Trust or any trustee, officer, or employee of the Trust governed by the internal affairs doctrine of the State of Delaware; provided, however, that, (x) in the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware and (y) any claims, suits, actions or proceedings arising under the Securities Act of 1933, as amended, shall be exclusively brought in the federal district courts of the United States of America. Failure to enforce the foregoing provisions would cause the Trust irreparable harm and the Trust shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in Shares of the Trust shall be deemed to have notice of and consented to the provisions of this Section 12.4.

Forum for Adjudication of Certain Disputes. Pursuant to Section 3804(e) of Unless the Delaware Act, unless the Trust Corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustCorporation, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty duty) owed by any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust Corporation to the Trust Corporation or its Shareholdersthe Corporation’s stockholders, (iii) any action asserting a claim against the Trust Corporation or any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust Corporation arising pursuant out of or relating to any provision of the General Corporation Law of Delaware Statutory Trust Act, this Declaration or the By-LawsCorporation’s Certificate of Incorporation or Bylaws (each, as in effect from time to time), or (iv) any action asserting a claim against the Trust Corporation or any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, (x) in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware and Delaware, in each such case, unless the Court of Chancery (y) any claims, suits, actions or proceedings arising under such other state or federal court located within the Securities Act State of 1933Delaware, as amended, shall be exclusively brought in applicable) has dismissed a prior action by the federal district courts of same plaintiff asserting the United States of America. Failure to enforce the foregoing provisions would cause the Trust irreparable harm and the Trust shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisionssame claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Any person or entity purchasing or purchasing, otherwise acquiring or holding any interest in Shares shares of capital stock of the Trust Corporation shall be deemed to have notice of and consented to the provisions of this Section 12.410.1 of Article X. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Section 10.1 of Article X with respect to any current or future actions or claims.

Forum for Adjudication of Certain Disputes. Pursuant to Section 3804(e) of the Delaware Act, unless the Trust consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any trustee, officer, or employee of the Trust to the Trust or its Shareholders, (iii) any action asserting a claim against the Trust or any trustee, officer, or employee of the Trust arising pursuant to any provision of the Delaware Statutory Trust Act, this Declaration or the By-Laws, or federal law, including but not limited to, the 1940 Act, or (iv) any action asserting a claim against the Trust or any trustee, officer, or employee of the Trust governed by the internal affairs doctrine of the State of Delaware; provided, however, that, (x) in the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware and (y) any claims, suits, actions or proceedings arising under the Securities Act of 1933, as amended, shall be exclusively brought in the federal district courts of the United States of America. Failure to enforce the foregoing provisions would cause the Trust irreparable harm and the Trust shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in Shares of the Trust shall be deemed to have notice of and consented to the provisions of this Section 12.4.

Forum for Adjudication of Certain Disputes. Pursuant to Section 3804(e) of Unless the Delaware Act, unless the Trust corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the Court of Chancery of in the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trustcorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust corporation to the Trust corporation or its Shareholdersthe corporation’s stockholders, (iii) any action asserting a claim against the Trust corporation or any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust corporation arising pursuant out of or relating to any provision of the Delaware Statutory Trust Act, this Declaration DGCL or the By-LawsCertificate of Incorporation or Bylaws, or (iv) any action asserting a claim against the Trust corporation or any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, (x) in the event that the Court of Chancery of in the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware and Delaware, in each such case, unless the Court of Chancery (y) any claims, suits, actions or proceedings arising under such other state or federal court located within the Securities Act State of 1933Delaware, as amended, shall be exclusively brought in applicable) has dismissed a prior action by the federal district courts of same plaintiff asserting the United States of Americasame claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Failure to enforce the foregoing provisions would cause the Trust corporation irreparable harm and the Trust corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in Shares shares of capital stock of the Trust corporation shall be deemed to have notice of and consented to the provisions of this Section 12.4.11.1. If any action the subject matter of which is within the scope of this Section 11.1 is filed in a court other than the Court of Chancery in the State of Delaware (or any other state or federal court located within the State of Delaware, as applicable) (a “Foreign Action”) by or in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery in the State of Delaware (or such other state or federal court located within the State of Delaware, as applicable) in connection with any action brought in any such court to enforce this Section 11.1 and (ii) 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. The existence of any prior Alternative Forum Consent shall not act as a waiver of the corporation’s ongoing consent right as set forth above in this Section 11.1 with respect to any current or future actions or claims. Exhibit D

Forum for Adjudication of Certain Disputes. Pursuant to Section 3804(e) of Unless the Delaware Act, unless the Trust Corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the Court of Chancery of in the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any trusteedirector, officer, stockholder, employee or employee agent of the Trust Corporation to the Trust Corporation or its Shareholdersthe Corporation’s stockholders, (iii) any action asserting a claim against the Trust Corporation or any trusteedirector, officer, stockholder, employee or employee agent of the Trust Corporation arising pursuant out of or relating to any provision of the General Corporation Law of the State of Delaware Statutory Trust Act, this Declaration or the Certificate of Incorporation or By-Lawslaws, or (iv) any action asserting a claim against the Trust Corporation or any trusteedirector, officer, stockholder, employee or employee agent of the Trust Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, (x) in the event that the Court of Chancery of in the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware and Delaware, in each such case, unless the Court of Chancery (y) any claims, suits, actions or proceedings arising under such other state or federal court located within the Securities Act State of 1933Delaware, as amended, shall be exclusively brought in applicable) has dismissed a prior action by the federal district courts of same plaintiff asserting the United States of Americasame claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Failure to enforce the foregoing provisions would cause the Trust Corporation irreparable harm and the Trust Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in Shares shares of capital stock of the Trust Corporation shall be deemed to have notice of and consented to the provisions of this Section 12.4.7.5 of Article VII. If any action the subject matter of which is within the scope of this Section 7.5 of Article VII is filed in a court other than the Court of Chancery in the State of Delaware

Forum for Adjudication of Certain Disputes. Pursuant to Section 3804(e) of Unless the Delaware Act, unless the Trust corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the Delaware Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trustcorporation, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty duty) owed by any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust corporation to the Trust corporation or its Shareholdersthe stockholders of the corporation, (iii) any action asserting a claim against the Trust corporation or any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust corporation arising pursuant out of or relating to any provision of the Delaware Statutory Trust ActDGCL, this Declaration the Certificate of Incorporation or the By-Lawsthese Bylaws (each, as may be amended from time to time), or (iv) any action asserting a claim against the Trust corporation or any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, (x) in the event that the Delaware Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Delaware Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (y) having service of process made upon such stockholder in any claimssuch action by service upon such stockholder’s counsel in such Foreign Action as agent for such stockholder. Unless the corporation gives an Alternative Forum Consent, suitsthe federal district courts of the United States of America shall, actions or proceedings to the fullest extent permitted by applicable law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, shall be exclusively brought in the Exchange Act of 1934, as amended, or any other claim for which there is exclusive federal district courts of the United States of Americaor concurrent federal and state jurisdiction. Failure to enforce the foregoing provisions would cause the Trust corporation irreparable harm and the Trust corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in Shares shares of capital stock of the Trust corporation shall be deemed to have notice of and consented to the provisions of this Section 12.4.48. The existence of any prior Alternative Forum Consent shall not act as a waiver of the corporation’s ongoing consent right as set forth above in this Section 48 with respect to any current or future actions or claims. Amendment to Bylaws of Cymabay Therapeutics, Inc.

Forum for Adjudication of Certain Disputes. Pursuant to Section 3804(e) of Unless the Delaware Act, unless the Trust Corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the TrustCorporation, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty duty) owed by any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust Corporation to the Trust Corporation or its Shareholdersthe Corporation’s stockholders, (iii) any action asserting a claim against the Trust Corporation or any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust Corporation arising pursuant out of or relating to any provision of the Delaware Statutory Trust ActDGCL, this Declaration the Certificate of Incorporation or the By-Lawsthese Bylaws (each, as in effect from time to time), or (iv) any action asserting a claim against the Trust Corporation or any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, (x) in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Unless the Corporation gives an Alternative Forum Consent, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and (y) exclusive forum for the resolution of any claims, suits, actions or proceedings complaint asserting a cause of action arising under the Securities Act of 1933, as amended, shall be exclusively brought in the federal district courts of the United States of America. Failure to enforce the foregoing provisions would cause the Trust Corporation irreparable harm and the Trust Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or purchasing, otherwise acquiring or holding any interest in Shares shares of capital stock of the Trust Corporation shall be deemed to have notice of and consented to the provisions of Section 1 of this Article IX. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in Section 12.41 of this Article IX with respect to any current or future actions or claims.

Forum for Adjudication of Certain Disputes. Pursuant to Section 3804(e) of Unless the Delaware Act, unless the Trust corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the Delaware Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trustcorporation, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty duty) owed by any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust corporation to the Trust corporation or its Shareholdersthe stockholders of the corporation, (iii) any action asserting a claim against the Trust corporation or any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust corporation arising pursuant out of or relating to any provision of the Delaware Statutory Trust ActDGCL, this Declaration the Certificate of Incorporation or the By-Lawsthese Bylaws (each, as may be amended from time to time), or (iv) any action asserting a claim against the Trust corporation or any trusteecurrent or former director, officer, stockholder, employee or employee agent of the Trust corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, (x) in the event that the Delaware Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Delaware Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (y) having service of process made upon such stockholder in any claimssuch action by service upon such stockholder’s counsel in such Foreign Action as agent for such stockholder. Unless the corporation gives an Alternative Forum Consent, suitsthe federal district courts of the United States of America shall, actions or proceedings to the fullest extent permitted by applicable law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, shall be exclusively brought in the Exchange Act of 1934, as amended, or any other claim for which there is exclusive federal district courts of the United States of Americaor concurrent federal and state jurisdiction. Failure to enforce the foregoing provisions would cause the Trust corporation irreparable harm and the Trust corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in Shares shares of capital stock of the Trust corporation shall be deemed to have notice of and consented to the provisions of this Section 12.448. The existence of any prior Alternative Forum Consent shall not act as a waiver of the corporation’s ongoing consent right as set forth above in this Section 48 with respect to any current or future actions or claims.

Forum for Adjudication of Certain Disputes. Pursuant to Section 3804(e) of the Delaware Act, unless the Trust consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Trust, (ii) any action asserting a claim of breach of a fiduciary duty owed by any trustee, officer, or employee of the Trust to the Trust or its Shareholders, (iii) any action asserting a claim against the Trust or any trustee, officer, or employee of the Trust arising pursuant to any provision of the Delaware Statutory Trust Act, this Declaration or the By-Laws, or federal law, including, but not limited to, the 1940 Act, or (iv) any action asserting a claim against the Trust or any trustee, officer, or employee of the Trust governed by the internal affairs doctrine of the State of Delaware; provided, however, that, (x) in the event that the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware and (y) any claims, suits, actions or proceedings arising under the Securities Act of 1933, as amended, shall be exclusively brought in the federal district courts of the United States of America. Failure to enforce the foregoing provisions would cause the Trust irreparable harm and the Trust shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring any interest in Shares of the Trust shall be deemed to have notice of and consented to the provisions of this Section 12.4.