Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Delaware Courts and agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 34 contracts
Samples: Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (Kinnate Biopharma Inc.), Agreement and Plan of Merger (Theseus Pharmaceuticals, Inc.)
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “"Delaware Courts”") for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Delaware Courts and agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 10 contracts
Samples: Voting Agreement (H Power Corp), Voting Agreement (Electronic Designs Inc), Form of Voting Agreement (Genomic Solutions Inc)
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Delaware Courts and agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 4 contracts
Samples: Voting Agreement (Great Hill Partners LLC), Voting Agreement (Great Hill Partners LLC), Voting Agreement (Ign Entertainment Inc)
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) Courts for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courts), waive waives any objection to the laying of venue of any such litigation in the Delaware Courts and agree agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 3 contracts
Samples: Shareholders Agreement (Trinity I Fund L P), Shareholders Agreement (La Quinta Inns Inc), Shareholders Agreement (Meditrust Corp)
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard applicable to its rules contracts executed in and to be performed in that state. All actions and proceedings arising out of conflict or relating to this Agreement shall be heard and determined in the Delaware Court of lawsChancery. The parties hereto Each of the Company, Parent and Merger Sub hereby irrevocably and unconditionally consent consents to and submit to the exclusive jurisdiction of the courts Delaware Court of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) Chancery for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courtscourt), waive waives any objection to the laying of venue of any such litigation in the Delaware Courts Court of Chancery and agree agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mariner Energy Inc), Agreement and Plan of Merger (Pogo Producing Co), Agreement and Plan of Merger (Plains Exploration & Production Co)
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard applicable to its rules contracts executed in and to be performed in that state. All actions and proceedings arising out of conflict or relating to this Agreement shall be heard and determined in the Delaware Court of lawsChancery. The parties hereto Each of Edge, Parent and Sub hereby irrevocably and unconditionally consent consents to and submit to the exclusive jurisdiction of the courts Delaware Court of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) Chancery for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby Transactions (and agree agrees not to commence any litigation relating thereto except in such courtscourt), waive waives any objection to the laying of venue of any such litigation in the Delaware Courts Court of Chancery and agree agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chaparral Energy, Inc.), Agreement and Plan of Merger (Edge Petroleum Corp)
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby (a) irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), ; (b) waive any objection to the laying of venue of any such litigation in the Delaware Courts Courts; and (c) agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 2 contracts
Samples: Voting Agreement (Epocrates Inc), Voting Agreement (Athenahealth Inc)
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the federal and state Delaware courts of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the such Delaware Courts courts and agree not to plead or claim in any such Delaware Court court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 2 contracts
Samples: Shareholder Agreement (Novori Inc.), Shareholder Agreement (Novori Inc.)
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the internal ‘laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Delaware Courts and agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ign Entertainment Inc)
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, by and construed in accordance with, with the internal laws (and not the law of conflicts) of the State of Delaware without regard to its rules of conflict of lawsDelaware. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state the State of Delaware (the “Delaware Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), consent to the service of process in such Delaware Courts, waive any objection to the laying of venue of any such litigation in the Delaware Courts and agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 1 contract
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard applicable to its rules contracts executed in and to be performed in that state. All actions and proceedings arising out of conflict or relating to this Agreement shall be heard and determined in the Delaware Court of lawsChancery. The parties hereto Each of GT, Parent and Sub hereby irrevocably and unconditionally consent consents to and submit to the exclusive jurisdiction of the courts Delaware Court of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) Chancery for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby Transactions (and agree agrees not to commence any litigation relating thereto except in such courtscourt), waive waives any objection to the laying of venue of any such litigation in the Delaware Courts Court of Chancery and agree agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bazi International, Inc.)
Governing Law, Jurisdiction and Venue. This Agreement shall be ------------------------------------- governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) Courts for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Delaware Courts and agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 1 contract
Samples: Shareholders Agreement (Cobblestone Golf Group Inc)
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “Delaware Courts”) Courts for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the Delaware Courts and agree not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 1 contract
Governing Law, Jurisdiction and Venue. This Agreement shall ------------------------------------- be governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “"Delaware Courts”") for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courts), waive waives any objection to the laying of venue of any such litigation in the Delaware Courts and agree agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 1 contract
Samples: Proxy Agreement (Patriot American Hospitality Operating Co\de)
Governing Law, Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware without regard to its rules of conflict of laws. The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America located in such state (the “"Delaware Courts”") for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree agrees not to commence any litigation relating thereto except in such courts), waive waives any objection to the laying of venue of any such litigation in the Delaware Courts and agree agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum.
Appears in 1 contract
Samples: Proxy Agreement (Cf Securities Lp)