Governing Law; Choice of Venue. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state. (b) Each of the parties hereto: (i) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury and (iv) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such parties’ principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE THAT WOULD COMPEL THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.
Appears in 4 contracts
Samples: Merger Agreement (New Online Co), Merger Agreement (Meruelo Alex Living Trust), Merger Agreement (Digital Generation, Inc.)
Governing Law; Choice of Venue. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware California applicable to agreements made and to be performed within that state.
(b) Each of the parties hereto: (i) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or Federal and state courts of located in the State of Delaware California, San Mateo County, in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or Federal and state courts of located in the State of DelawareCalifornia, San Mateo County, and each of the parties irrevocably waives the right to trial by jury and (iv) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such parties’ principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARECALIFORNIA, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE THAT WOULD COMPEL THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.
Appears in 3 contracts
Samples: Stockholder Agreement (Diadexus, Inc.), Stockholder Agreement (diaDexus, Inc.), Stockholder Agreement (Leap Tide Capital Management, LLC)
Governing Law; Choice of Venue. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware California applicable to agreements made and to be performed within that state.
(b) Each of the parties hereto: (i) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or Federal and state courts of located in the State of Delaware California, Orange County, in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or Federal and state courts of located in the State of DelawareCalifornia, Orange County, and each of the parties irrevocably waives the right to trial by jury and (iv) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such parties’ principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARECALIFORNIA, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE THAT WOULD COMPEL THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.
Appears in 1 contract
Governing Law; Choice of Venue. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed within that state.
(b) Each of the parties hereto: (i) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury and (iv) each of the parties irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such parties’ ' principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE THAT WOULD COMPEL THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.
Appears in 1 contract
Governing Law; Choice of Venue. (a) This Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of Delaware applicable without regard to agreements made and to be performed within that state.
(b) the choice of law principles thereof. Each of the parties hereto: (i) consents to submit itself hereto irrevocably submits to the personal exclusive jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in and the event United States District Court for the District of Delaware for the purpose of any dispute arises suit, action, proceeding or judgment relating to or arising out of this Agreement or and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each . Each of the parties irrevocably waives the right to trial by jury and (iv) each of the parties hereto irrevocably consents to service the jurisdiction of process by a reputable overnight mail delivery serviceany such court in any such suit, signature requested, action or proceeding and to the address laying of venue in such parties’ principal place court. Each party hereto irrevocably waives any objection to the laying of business venue of any such suit, action or as otherwise provided by applicable lawproceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE THAT WOULD COMPEL THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.THIS WAIVER
Appears in 1 contract
Samples: Registration and Investor Rights Agreement (Provention Bio, Inc.)
Governing Law; Choice of Venue. (a) This Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of Delaware applicable without regard to agreements made and to be performed within that state.
(b) the choice of law principles thereof. Each of the parties hereto: (i) consents to submit itself hereto irrevocably submits to the personal exclusive jurisdiction of the Court of Chancery or other federal or state courts of the State of Delaware in and the event United States District Court for the District of Delaware for the purpose of any dispute arises suit, action, proceeding or judgment relating to or arising out of this Agreement or and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other federal or state courts of the State of Delaware, and each . Each of the parties irrevocably waives the right to trial by jury and (iv) each of the parties hereto irrevocably consents to service the jurisdiction of process by a reputable overnight mail delivery serviceany such court in any such suit, signature requested, action or proceeding and to the address laying of venue in such parties’ principal place court. Each party hereto irrevocably waives any objection to the laying of business venue of any such suit, action or as otherwise provided by applicable lawproceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE THAT WOULD COMPEL THE APPLICATION OF THE LAW OF ANOTHER JURISDICTIONTHIS WAIVER.
Appears in 1 contract
Samples: Right of First Refusal and Co Sale Agreement (Provention Bio, Inc.)