Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to the principles of conflicts of Law thereof that would require the application of the Laws of any other jurisdiction.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Avid Technology, Inc.)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 8.12.1 This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of laws that may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws principles.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Xyratex LTD), Agreement and Plan of Merger (Xyratex LTD), Agreement and Plan of Merger (Mossimo Inc)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to the principles of conflicts of Law thereof that would require the application of the Laws of any other jurisdictionthereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (West Marine Inc), Agreement and Plan of Merger (West Corp), Agreement and Plan of Merger (Hansen Medical Inc)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Other than as set forth in Section 8.15, this Agreement and all claims and causes of action arising in connection herewith shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of Laws that may be applicable under conflicts of Law thereof laws principles (whether of the State of Delaware or any other jurisdiction) that would require cause the application of the Laws of any jurisdiction other jurisdictionthan the State of Delaware.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (William Lyon Homes), Agreement and Plan of Merger (Taylor Morrison Home Corp), Agreement and Plan of Merger (Taylor Morrison Home Corp)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, by and construed in accordance with, with the Laws laws of the State of Delaware, without giving effect to Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws thereof).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tripath Imaging Inc), Agreement and Plan of Merger (Great American Financial Resources Inc), Agreement and Plan of Merger (American Financial Group Inc)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 8.11.1 This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of Laws that may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws principles.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Somaxon Pharmaceuticals, Inc.), Agreement and Plan of Merger (Enliven Marketing Technologies Corp)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, Delaware without giving effect reference to the such state’s principles of conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Boeing Co), Agreement and Plan of Merger (Clubcorp Inc), Agreement and Plan of Merger (Jamdat Mobile Inc)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, without giving effect to regardless of the laws that might otherwise govern under applicable principles of conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Physiometrix Inc), Tender and Stockholder Support Agreement (Delia S Corp), Tender and Stockholder Support Agreement (Alloy Inc)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws law of the State of Delaware, without giving effect regard to the principles its conflicts or choice of conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaw principles.
Appears in 3 contracts
Samples: Voting Agreement (Abraxis BioScience, Inc.), Voting Agreement (American Pharmaceutical Partners Inc /De/), Privileged and Confidential Execution (Soon Shiong Patrick)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 8.11.1 This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of laws that may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws principles.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Harrahs Entertainment Inc), Agreement and Plan of Merger (Trikon Technologies Inc), Agreement and Plan of Merger (JCC Holding Co)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of Laws that may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws principles.
Appears in 2 contracts
Samples: Purchase Agreement (Limelight Networks, Inc.), Purchase Agreement (DG FastChannel, Inc)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, Delaware without giving effect reference to the such state's principles of conflicts conflict of Law thereof that would require the application of the Laws of any other jurisdictionlaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Radiologix Inc), Agreement and Plan of Merger (Primedex Health Systems Inc)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) 7.10.1. This Agreement shall be governed by, construed and construed enforced in accordance with, with the Laws laws of the State of DelawareDelaware applicable to contracts to be made, executed, delivered and performed wholly within such state and, in any case, without giving effect regard to the conflicts of law principles of conflicts of Law thereof that would require the application of the Laws of any other jurisdictionsuch state.
Appears in 2 contracts
Samples: Stockholders Agreement (Carpenter Technology Corp), Agreement and Plan of Merger (Carpenter Technology Corp)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 8.10.1 This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of laws that may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws principles.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (USA Mobility, Inc), Agreement and Plan of Merger (Monarch Dental Corp)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of Laws that otherwise may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws principles.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Comsys It Partners Inc), Agreement and Plan of Merger (Manpower Inc /Wi/)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) 8.12.1 This Agreement shall and all claims and causes of action arising in connection herewith will be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of Laws that may be applicable under conflicts of Law thereof laws principles (whether of the State of Delaware or any other jurisdiction) that would require cause the application of the Laws of any jurisdiction other jurisdiction.than the State of Delaware. 89887722_19 150326672.16
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SMTC Corp), Agreement and Plan of Merger (SMTC Corp)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed bygoverned, construed and construed enforced in accordance with, with the Laws of the State of Delaware, without giving effect regard to the conflict of law principles of conflicts of Law thereof that would require result in the application of any Law other than the Laws Law of any other jurisdictionthe State of Delaware.
Appears in 1 contract
Samples: Investor Rights Agreement (Beasley Broadcast Group Inc)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 10.11.1 This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of laws that may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws principles.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tessera Technologies Inc)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 8.13.1 This Agreement shall be governed by, and construed in accordance with, the Laws internal laws of the State of Delaware, without giving effect regard to the principles of laws that may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws principles.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Physicians Capital Inc)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to the principles of conflicts of Law thereof that would require the application of the Laws of any other jurisdiction.thereof. 55
Appears in 1 contract
Samples: Agreement and Plan of Merger
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 9.3.1 This Agreement (including any claim or controversy arising out of or relating to this Agreement) shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, without giving effect to the principles of conflicts of Law thereof laws principles that would require result in the application of the Laws law of any other jurisdictionstate.
Appears in 1 contract
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of laws that may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdiction.laws principles. 38
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gratitude Health, Inc.)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 9.9.1 This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the conflict of law principles of conflicts of Law thereof that would require result in the application of any law other than the Laws law of any other jurisdictionthe State of Delaware.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Beverly Enterprises Inc)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 9.8.1 This Agreement shall be governed by, and construed construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without giving effect regard to the conflict of law principles of conflicts of Law thereof that would require result in the application of any Laws other than the Laws of any other jurisdictionthe State of Delaware.
Appears in 1 contract
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, with the Laws of the State of Delaware, Delaware without giving effect regard to the principles of Laws that may be applicable under conflicts of Law thereof laws principles that would require cause the application of the Laws of any jurisdiction other jurisdictionthan the State of Delaware and except to the extent that the provisions of the OGCL necessarily apply with respect to the consummation of the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Robbins & Myers, Inc.)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to laws that may be applicable under conflicts of laws principles, except to the principles of conflicts of Law thereof that would require extent the application provisions of the Laws of any other jurisdictionOGCL are mandatorily applicable to the Merger.
Appears in 1 contract
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, Delaware without giving effect reference to the such state's principles of conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaw.
Appears in 1 contract
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 9.10.1 This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of laws that may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws principles.
Appears in 1 contract
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 8.12.1 This Agreement shall be governed by, and construed in accordance with, the Laws internal laws of the State of Delaware, without giving effect regard to the principles of laws that may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws principles.
Appears in 1 contract
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, Delaware without giving effect regard to the principles of laws that may be applicable under conflicts of Law thereof that would require the application of the Laws of any other jurisdictionlaws principles.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MobileBits Holdings Corp)
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) Section 9.10.1 This Agreement (including any claim or controversy arising out of or relating to this Agreement, whether in contract, tort or otherwise) shall be governed by, and construed in accordance with, the Laws laws of the State of Delaware, without giving effect to the principles of conflicts of Law thereof laws principles that would require result in the application of the Laws law of any other jurisdictionstate.
Appears in 1 contract
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, construed and construed enforced in accordance with, the Laws of the State of Delaware, without giving effect to the principles of conflicts of Law thereof that would require the application of the Laws of any other jurisdictionthereof.
Appears in 1 contract
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. (a) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to laws that may be applicable under conflicts of laws principles, except and only to the principles of conflicts of Law thereof extent that would require the application of the Laws of any other jurisdictionCGCL mandatorily applies.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Zhone Technologies Inc)
