Common use of GOVERNING LAW; FORUM FOR ADJUDICATION OF DISPUTES Clause in Contracts

GOVERNING LAW; FORUM FOR ADJUDICATION OF DISPUTES. This Certificate of Incorporation and the internal affairs of the Corporation shall be governed by and interpreted under the laws of the State of Delaware, excluding its conflict of laws principles. 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 Delaware Corporation Law, this Certificate of Incorporation or the Bylaws of the Corporation, or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine. * * *

Appears in 2 contracts

Samples: Support Agreement (T-Mobile US, Inc.), Support Agreement (SPRINT Corp)

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GOVERNING LAW; FORUM FOR ADJUDICATION OF DISPUTES. This Certificate of Incorporation 7. These Bylaws and the internal affairs of the Corporation shall be governed by and interpreted under the laws of the State of Delaware, excluding its conflict of laws principlesprincipals. 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 's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Corporation Law, this Law or the Corporation's Certificate of Incorporation or the Bylaws of the CorporationBylaws, or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine. * * *.

Appears in 1 contract

Samples: Business Combination Agreement (Metropcs Communications Inc)

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GOVERNING LAW; FORUM FOR ADJUDICATION OF DISPUTES. This Certificate of Incorporation and the internal affairs of the Corporation shall be governed by and interpreted under the laws of the State of Delaware, excluding its conflict of laws principles. 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 's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware Corporation Law, this Certificate of Incorporation or the Bylaws of the Corporation, or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine. * * *.

Appears in 1 contract

Samples: Business Combination Agreement (Metropcs Communications Inc)

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