Forum for Adjudication of Disputes. Unless the Corporation 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 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 arising pursuant to any provision of the General Corporation Law or (iv) any action asserting a claim governed by the internal affairs doctrine. Any Person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of consent to the provision of this Article 14.
Appears in 4 contracts
Samples: Management Incentive Unit Agreement (BRP Group, Inc.), Management Incentive Unit Agreement (BRP Group, Inc.), Contribution Agreement (Goosehead Insurance, Inc.)
Forum for Adjudication of Disputes. Unless the Corporation 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 (ia) 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 Directordirector, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iiic) any action asserting a claim arising pursuant to any provision of the General Corporation Law DGCL or (ivd) any action asserting a claim governed by the internal affairs doctrine. Any Person person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of consent to the provision of this Article 1413.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Taylor Morrison Home Corp)