Governing Law; Exclusive Jurisdiction. All provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of the State of Delaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 3 contracts
Samples: Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.), Acquisition Agreement (Surf Air Mobility Inc.)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of without regard to the laws that might otherwise govern under applicable principles of conflicts of laws law principles thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court any federal court located in the District of Chancery of the State of DelawareDelaware or state court in Delaware having jurisdiction, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 3 contracts
Samples: Exclusive Development and Supply Agreement (Eton Pharmaceuticals, Inc.), Exclusive Development and Supply Agreement (Eton Pharmaceuticals, Inc.), Exclusive Development and Supply Agreement (Eton Pharmaceuticals, Inc.)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of without regard to the laws that might otherwise govern under applicable principles of conflicts of laws law principles thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery any federal court located in the District of the State of DelawareDelaware or state court in Wilmington, Delaware having jurisdiction, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 2 contracts
Samples: License Agreement (Harrow Health, Inc.), License Agreement (Harrow Health, Inc.)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of any court within the State of Delaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Cornerstone OnDemand Inc)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws Laws thereof. Each of the parties hereto Parties irrevocably (a) consents to the exclusive jurisdiction and venue of Court of Chancery of any court within the State of Delaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, ; (b) agrees that process may be served upon them in any manner authorized by the laws Laws of the State of Delaware for such persons Persons; and (c) waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party Party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alarm.com Holdings, Inc.)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of the any court within New York County, State of DelawareNew York, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware New York for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Mediscience Technology Corp)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of any court with appropriate subject matter jurisdiction within the State of Delaware, Delaware in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aspect Software Group Holdings Ltd.)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws Laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of any court within the State of Delaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws Laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of the any court within New Castle County, State of Delaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each Subject to Section 2.9(b)(ii) hereof, each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Millennial Media Inc.)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each Subject to Section 8.4(h) hereof, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of the any court within Broward County, State of DelawareFlorida, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each Subject to Section 8.4(h) hereof, each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Swisher Hygiene Inc.)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each Except as otherwise specifically provided herein, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of any court within the State of Delaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each Subject to Section 9.9 hereof, each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Agreement and Plan of Merger (API Technologies Corp.)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery of and any appellate court thereto in the State of Delaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fusion-Io, Inc.)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each Subject to Section 8.6(c) hereof, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of any court within the State of Delaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of any court within the State of Delaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Optional Secondary Sale Agreement (Icx Technologies Inc)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each Subject to Section 4.2(b), Section 7.4(a) and Section 9.9 hereof, each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of any court within the State of Delaware, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each Subject to Section 4.2(b), Section 7.4(a) and Section 9.9 hereof, each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of without regard to the laws that might otherwise govern under applicable principles of conflicts of laws law principles thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of any federal court located in the State of DelawareDelaware having jurisdiction, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Confidential Treatment (Imprimis Pharmaceuticals, Inc.)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of without regard to the laws that might otherwise govern under applicable principles of conflicts of laws law principles thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of the State of any federal court located in Wilmington, Delaware, having jurisdiction, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Asset Purchase Agreement (Eton Pharmaceuticals, Inc.)
Governing Law; Exclusive Jurisdiction. All provisions of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of Court of Chancery of any court with appropriate subject matter jurisdiction within the State of Delaware, Delaware in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons Persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings related hereto except in such courts.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Streamline Health Solutions Inc.)