Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state.
Appears in 23 contracts
Samples: Stock Purchase and Agreement and Plan of Merger (Reinvent Technology Partners Y), Agreement and Plan of Merger (SALESFORCE.COM, Inc.), Voting and Support Agreement (Slack Technologies, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts any choice or conflict of laws principles provision or rule (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the Law Laws of any jurisdiction other statethan the State of Delaware.
Appears in 23 contracts
Samples: Equity Purchase Agreement (Cable One, Inc.), Equity Purchase Agreement (Black Knight, Inc.), Stock Purchase Agreement
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles that would result in the application of the Law of any other statelaw.
Appears in 23 contracts
Samples: Business Combination Agreement (Acri Capital Acquisition Corp), Company Stockholder Support Agreement (Acri Capital Acquisition Corp), Sponsor Support Agreement (Acri Capital Acquisition Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within that State, without giving effect to conflicts regardless of the laws that might otherwise govern under any applicable conflict of laws principles that would result in the application of the Law of any other stateprinciples.
Appears in 19 contracts
Samples: Registration Rights Agreement (Western Digital Corp), Registration Rights Agreement (GBS Inc.), Registration Rights Agreement (GBS Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles that would result in the application of the Law of any other statelaw principles.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Discover Financial Services), Agreement and Plan of Merger (Capital One Financial Corp), Agreement and Plan of Merger
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws Laws of the State of Delaware, Delaware without giving effect regard to the Laws that might be applicable under conflicts of laws principles that would result in the application of the Law of any other stateprinciples.
Appears in 15 contracts
Samples: Contribution Agreement (PBF Energy Co LLC), Contribution Agreement (PBF Logistics LP), Contribution Agreement (PBF Holding Co LLC)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the 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 laws principles that would result in the application of the Law of any other statethereof.
Appears in 14 contracts
Samples: Tender and Voting Agreement (Rubicon Technology, Inc.), Tender and Voting Agreement (Rubicon Technology, Inc.), Tender and Voting Agreement (Janel Corp)
Governing Law; Jurisdiction. (a) This Agreement shall will be governed by, by and construed interpreted in accordance with, with the laws of the State of Delaware, Delaware without giving effect regard to conflicts the principles of laws principles that would result in the application conflict of the Law of any other statelaws.
Appears in 12 contracts
Samples: Stock Purchase Agreement (Foghorn Therapeutics Inc.), Securities Purchase Agreement (Yuma Regional Medical Center), Securities Purchase Agreement (Palisade Bio, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to the conflicts of laws principles that would result in the application of the Law of any other statethereof.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Saratoga Beverage Group Inc), Agreement and Plan of Merger (Saratoga Beverage Group Inc), Agreement and Plan of Merger (Fresh Juice Co Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect applicable to conflicts of laws principles contracts executed in and to be performed entirely within that would result in the application of the Law of any other stateState.
Appears in 11 contracts
Samples: Purchase and Sale Agreement (Earthstone Energy Inc), Agreement and Plan of Merger, Contribution Agreement (Earthstone Energy Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts its choice or conflict of laws principles that would result in the application of the Law of any other statelaw provisions or rules.
Appears in 11 contracts
Samples: Stockholders Agreement (Enviva Partners, LP), Stockholders Agreement, Stockholders Agreement (Sunnova Energy International Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other statejurisdiction.
Appears in 10 contracts
Samples: Voting and Support Agreement (First Majestic Silver Corp), Voting and Support Agreement (First Majestic Silver Corp), Agreement and Plan of Merger (First Majestic Silver Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, construed and construed enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to conflicts the conflict of laws principles that would result in the application of the Law of any other stateprovisions thereof.
Appears in 10 contracts
Samples: Registration Rights Agreement (Vcampus Corp), Registration Rights Agreement (Vcampus Corp), Registration Rights Agreement (Vcampus Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, construed and construed enforced in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles that would result in the application of the Law of any other statelaw principles.
Appears in 9 contracts
Samples: Registration Rights Agreement (Strategic Value Bank Partners LLC), Registration Rights Agreement (First Foundation Inc.), Registration Rights Agreement (First Foundation Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Indivior PLC), Agreement and Plan of Merger (Indivior PLC), Agreement and Plan of Merger (Eagle Test Systems, Inc.)
Governing Law; Jurisdiction. (a) 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 laws principles Law thereof that would result in require the application of the Law Laws of any other statejurisdiction.
Appears in 9 contracts
Samples: Framework Agreement (Cabela's Credit Card Master Note Trust), Framework Agreement (Synovus Financial Corp), Sale and Purchase Agreement (Cabelas Inc)
Governing Law; Jurisdiction. (ai) This Agreement shall be governed by, and construed in accordance with, with the laws Laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles that would result in the application of the Law of any other statelaw principles.
Appears in 8 contracts
Samples: Registration Rights Agreement (Schwab Charles Corp), Stockholders Agreement (Bristow Group Inc), Registration Rights Agreement (Td Ameritrade Holding Corp)
Governing Law; Jurisdiction. (ai) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to conflicts any choice or conflict of laws principles law provision or rule (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the Law laws of any jurisdiction other statethan the State of Delaware.
Appears in 8 contracts
Samples: Tender and Voting Agreement (Dell Inc), Tender and Voting Agreement (Hwga LTD), Tender and Voting Agreement (Dell Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within that state, without giving effect to conflicts regardless of the laws that might otherwise govern under any applicable conflict of laws principles that would result in principles, except to the application extent the provisions of the Law laws of any other stateBermuda are mandatorily applicable to the Merger.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Aspen Insurance Holdings LTD), Agreement and Plan of Merger (Aspen Insurance Holdings LTD), Agreement and Plan of Merger
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware applicable to contracts executed and fully performed within the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Si Technologies Inc), Agreement and Plan of Merger (Scientific Games Holdings Corp), Agreement and Plan of Merger (Scott Technologies Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, Delaware without giving effect to conflicts any choice or conflict of laws principles law provision or rule (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the Law laws of any jurisdiction other statethan those of the State of Delaware.
Appears in 7 contracts
Samples: Shareholders Agreement, Shareholders Agreement (Sapphire Holding S.a r.l.), Shareholders Agreement (WillScot Mobile Mini Holdings Corp.)
Governing Law; Jurisdiction. (a) This Agreement agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by, by and construed in accordance with, with the laws Law of the State of Delaware, Delaware without giving effect regard to the conflicts of laws law principles thereof to the extent that such principles would result in the application of the Law of any other statedirect a matter to another jurisdiction.
Appears in 7 contracts
Samples: Stockholders Agreement, Investor Rights Agreement (Athens Acquisition LLC), Investor Rights Agreement (Athens Acquisition LLC)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law law of any other state.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Belpointe REIT, Inc.), Agreement and Plan of Merger (Belpointe PREP, LLC), Agreement and Plan of Merger (Adeza Biomedical Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed byconstrued, performed and construed enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to the principles of conflicts of laws principles that would result in thereof. The Parties hereto irrevocably consent to the application exclusive jurisdiction of, the federal and state courts of the Law State of any other stateDelaware located in Wilmington, Delaware for such purpose.
Appears in 7 contracts
Samples: Contribution Agreement (Synergy CHC Corp.), Contribution Agreement (Synergy CHC Corp.), Contribution Agreement (Synergy CHC Corp.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles that would result in the application of the Law of any other statelaw.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (First Midwest Bancorp Inc), Agreement and Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (Webster Financial Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to regardless of the laws that might otherwise govern under applicable principles of conflicts of laws principles that would result in the application of the Law of any other statelaw thereof.
Appears in 6 contracts
Samples: Tender and Voting Agreement (TCV Iv Lp), Tender and Voting Agreement (Intersil Corp/De), Tender and Voting Agreement (California Micro Devices Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to regardless of the laws that might otherwise govern under applicable principles of conflicts of laws principles that would result in the application of the Law of any other statethereof.
Appears in 6 contracts
Samples: Ii Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Biovail Corporation International), Agreement and Plan of Merger (Exide Electronics Group Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect regard to conflicts conflict of laws principles that would result in the application of the Law of any other stateprinciples.
Appears in 6 contracts
Samples: Registration Rights Agreement (Coliseum Capital Management, LLC), Registration Rights Agreement (Blue Bird Corp), Registration Rights Agreement (Hennessy Capital Acquisition Corp.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts conflict of laws principles that would result in the application of the Law of any other statejurisdiction.
Appears in 6 contracts
Samples: Earnout Agreement, Earnout Agreement (Target Hospitality Corp.), Escrow Agreement
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, without giving effect to regardless of the laws that might otherwise govern under applicable principles of conflicts of laws principles that would result in the application of the Law of any other statethereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Rsa Acquisition Corp), Agreement and Plan of Merger (American Safety Razor Co), Agreement and Plan of Merger (Lexent Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts regardless of the laws that might otherwise govern under applicable principles of conflict of laws principles that would result in the application of the Law of any other statethereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Graco Inc), Agreement and Plan of Merger (CNS Inc /De/), Agreement and Plan of Merger (Cohesant Technologies Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles law thereof (except that would result in matters relating to the application fiduciary duties of the Law Board of any other stateDirectors of the Company shall be subject to the laws of the State of Maryland).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (First Connecticut Bancorp, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware without regard to the principles of conflicts of law that would cause the application of law of any jurisdiction other than those of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state.
Appears in 5 contracts
Samples: Rollover Agreement (Silver Lake West HoldCo, L.P.), Rollover Agreement (Emanuel Ariel), Rollover Agreement (Emanuel Ariel)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect to conflicts Delaware excluding any choice of laws principles that would result in law rules which may direct the application of the Law law of any other another state.
Appears in 5 contracts
Samples: Master Commercial Supply Agreement (Trevena Inc), Master Commercial Supply Agreement (Trevena Inc), Commercial Manufacturing Agreement (PTC Therapeutics, Inc.)
Governing Law; Jurisdiction. (a) a. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles that would result in the application of the Law of any other statelaw principles.
Appears in 5 contracts
Samples: Support Agreement (International Game Technology PLC), Support Agreement (Everi Holdings Inc.), Voting and Support Agreement (Concentrix Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws Laws of the State of Delaware, Delaware without giving effect regard to conflicts the Laws of laws principles the State of Delaware or any other jurisdiction that would result in call for the application of the Law substantive laws of any jurisdiction other statethan Delaware. This Agreement is entered into in express reliance by the Parties on Section 2708 of Title 6 of the Delaware Code.
Appears in 4 contracts
Samples: Equity Interest Purchase Agreement (American Realty Capital Healthcare Trust Inc), Equity Interest Purchase Agreement (American Realty Capital Trust V, Inc.), Equity Interest Purchase Agreement (American Realty Capital Properties, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Law of the State of Delaware, without giving effect to Delaware regardless of the Law that might otherwise govern under applicable principles of conflicts of laws principles that would result in the application of the Law of any other statethereof.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Audentes Therapeutics, Inc.), Agreement and Plan of Merger (Ocata Therapeutics, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed entirely within such State, without giving effect regard to conflicts the conflict of laws principles that would result in the application of the Law of any other statesuch State.
Appears in 4 contracts
Samples: Form of Agreement and Plan of Merger (Masterworks Vault 10, LLC), Form of Agreement and Plan of Merger (Masterworks 002, LLC), Form of Agreement and Plan of Merger (Masterworks 002, LLC)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to conflicts of laws principles that would result in the or application of the Law any of any other stateDelaware’s conflict of law rules.
Appears in 4 contracts
Samples: Marketing and Sales Distribution Alliance Agreement (Novadaq Technologies Inc), Marketing and Sales Distribution Alliance Agreement (Novadaq Technologies Inc), Marketing and Sales Distribution Alliance Agreement (Novadaq Technologies Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts any choice or conflict of laws principles provision or rule (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the Law laws of any jurisdiction other statethan the State of Delaware, except that matters related to the fiduciary obligations of the Company Board and matters that are specifically required by the WBCA in connection with the Transactions shall be governed by the laws of the State of Washington.
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely in that state, without giving effect to conflicts regardless of the laws that might otherwise govern under any applicable conflict of laws principles that would result in the application of the Law of any other stateprinciples.
Appears in 4 contracts
Samples: Investor Matters Agreement (Bowhead Specialty Holdings Inc.), Board Nominee Agreement (Bowhead Specialty Holdings Inc.), Investor Matters Agreement (Bowhead Specialty Holdings Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed byconstrued, performed, and construed enforced in accordance with, and governed by, the internal laws of the State of Delaware, without giving effect to the principles of conflicts of laws principles that would result in the application of the Law of any other statethereof.
Appears in 4 contracts
Samples: Subscription Escrow Agreement (Gladstone Companies, Inc.), Subscription Escrow Agreement (Gladstone Commercial Corp), Subscription Escrow Agreement (GLADSTONE LAND Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws Laws (as defined in the Merger Agreement) of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles that would result in the application of the Law of any other statelaw principles.
Appears in 4 contracts
Samples: Shareholder Rights Agreement, Stockholder Rights Agreement (Assurant Inc), Stockholder Rights Agreement (Assurant Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state.
Appears in 4 contracts
Samples: Registration Rights Agreement (Alj Regional Holdings Inc), Registration Rights Agreement (Alj Regional Holdings Inc), Registration Rights Agreement (Alj Regional Holdings Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed bydeemed to have been made in the State of Delaware and its form, execution, validity, construction and construed effect shall be determined in accordance with, with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws principles that would result in the application of the Law of any other statelaw thereof.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Facet Biotech Corp), Separation and Distribution Agreement (Facet Biotech Corp), Separation and Distribution Agreement (PDL Biopharma, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware, Delaware without giving effect reference to conflicts choice of laws principles that would result in the application of the Law of any other statelaw rules.
Appears in 4 contracts
Samples: Registration Rights Agreement (I2 Telecom International Inc), Registration Rights Agreement (I2 Telecom International Inc), Registration Rights Agreement (I2 Telecom International Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law law of any other state.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Global Aero Logistics Inc.), Agreement and Plan of Merger (World Air Holdings, Inc.), Agreement and Plan of Merger (Ericsson Lm Telephone Co)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, by the laws of the State of Delaware, without giving effect to conflicts the conflict of laws principles that would result in the application of the Law of any other statethereof.
Appears in 3 contracts
Samples: Agreement Regarding Common Stock (Cal-Maine Foods Inc), Recapitalization Agreement (Readers Digest Association Inc), Recapitalization Agreement (Readers Digest Association Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles law (except that would result in the application matters relating to the fiduciary duties of the Law Board of any other stateDirectors of the Company shall be subject to the laws of the State of New Jersey).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Ocean Shore Holding Co.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, under the laws of the State of Delaware, Delaware (without giving effect reference to the conflicts of laws principles that would result in the application of the Law of any other stateprovisions thereof).
Appears in 3 contracts
Samples: Executive Stockholders Agreement (Samsonite Corp/Fl), Executive Stockholders Agreement (Ontario Teachers Pension Plan Board), Executive Stockholders Agreement (Samsonite Corp/Fl)
Governing Law; Jurisdiction. (a) This Except as required by the mandatory provisions of the CGCL and the DGCL, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law law of any other state.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Point 360), Agreement and Plan of Merger and Reorganization (New 360), Agreement and Plan of Merger and Reorganization (DG FastChannel, Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, and all disputes arising out of or in connection with this Agreement or the laws Transactions shall be resolved under, the Law of the State of Delaware, without giving effect to Delaware regardless of the Law that might otherwise govern under applicable principles of conflicts of laws principles that would result in the application of the Law of any other statethereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Agile Therapeutics Inc), Agreement and Plan of Merger (Harpoon Therapeutics, Inc.), Agreement and Plan of Merger (Arqule Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, without giving effect to any conflicts of laws law principles that which would result in the application of the Law substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted. The exclusive jurisdiction for the resolution of any other stateconflicts regarding this Agreement shall be in the courts of Delaware. This exclusive jurisdiction is a material provision to this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Milwaukee Iron Arena Football, Inc), Regristration Rights Agreement (Pinecrest Investment Group Inc), Registration Rights Agreement (Pinecrest Investment Group Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to the conflicts of laws principles that would result in the application law rules of the Law of any other such state.
Appears in 3 contracts
Samples: Asset Purchase and Collaboration Agreement (XRpro Sciences, Inc.), Asset Purchase Agreement (Cerner Corp /Mo/), Asset Purchase Agreement (Vitalworks Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, without giving effect regard to conflicts of laws law principles that would result in the application of the Law of any other statethereof.
Appears in 3 contracts
Samples: Securityholders Agreement, Securityholders Agreement (Laureate Education, Inc.), Securityholders Agreement (Laureate Education, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to the conflicts of laws Law principles that thereof insofar as such Laws would otherwise result in the application of the Law Laws of any other another state.
Appears in 3 contracts
Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Tribune Publishing Co), Separation and Distribution Agreement (Tribune Publishing Co)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws Laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles that would result in the application of the Law of any other stateLaw.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stonegate Mortgage Corp), Strictly Confidential Execution (Cit Group Inc), Stockholders Agreement (Cit Group Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, exclusively by and construed in accordance with, according to the laws of the State of Delaware, without giving effect as applied to conflicts contracts between residents of laws principles that would result in the application of the Law of any other stateDelaware entered into and to be performed entirely within Delaware.
Appears in 3 contracts
Samples: Indemnification Agreement (Cooper-Standard Holdings Inc.), Indemnification Agreement (Cooper-Standard Holdings Inc.), Form of Indemnification Agreement (Domtar CORP)
Governing Law; Jurisdiction. (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 choice of laws or conflicts of laws principles provisions thereof that would result in require the application of the Law laws of any other statejurisdiction, except to the extent that mandatory principles of Delaware law may apply.
Appears in 3 contracts
Samples: Sharing Agreement (VirnetX Holding Corp), Gabriel License Agreement (VirnetX Holding Corp), Gabriel License Agreement (VirnetX Holding Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts regardless of the laws that might otherwise govern under applicable principles of conflict of laws principles that would result in the application of the Law of any other statethereof.
Appears in 3 contracts
Samples: Stockholder Agreement (Chemring Group PLC), Form of Stockholder Tender Agreement (Endo Pharmaceuticals Holdings Inc), Stockholder Tender Agreement (Indevus Pharmaceuticals Inc)
Governing Law; Jurisdiction. (a) This Except as required by the mandatory provisions of the DGCL, this Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law law of any other state.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Advance America, Cash Advance Centers, Inc.), Agreement and Plan of Merger (Odyssey Healthcare Inc), Agreement and Plan of Merger (Gentiva Health Services Inc)
Governing Law; Jurisdiction. (a) This Agreement agreement shall be governed by, construed and construed enforced in accordance with, with and governed by the laws of the State of Delaware, without giving effect regard to conflicts the conflict of laws principles that would result in the application of the Law of any other statethereof.
Appears in 3 contracts
Samples: Loan Sale Agreement (Upstart Holdings, Inc.), Loan Sale Agreement (Upstart Holdings, Inc.), Loan Sale Agreement (Upstart Holdings, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed bydeemed to have been made in the State of Delaware and its form, execution, validity, construction and construed effect shall be determined in accordance with, with the laws Laws of the State of Delaware, without giving effect to the principles of conflicts of laws principles that would result in the application of the Law of any other statethereof.
Appears in 3 contracts
Samples: Sharing and Indemnification Agreement (Facet Biotech Corp), Sharing and Indemnification Agreement (PDL Biopharma, Inc.), Sharing and Indemnification Agreement (Facet Biotech Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, without giving effect Delaware with respect to conflicts of laws principles that would result any dispute arising under or in the application of the Law of any other stateconnection with this Agreement.
Appears in 3 contracts
Samples: Investment Advisory and Management Agreement (Clough Global Opportunities Fund), Investment Advisory and Management Agreement (Clough Global Equity Fund), Investment Advisory and Management Agreement (Clough Global Dividend & Income Fund)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to regardless of the laws that might otherwise govern under applicable principles of conflicts of laws principles that would result in the application of the Law of any other statethereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Sybron Dental Specialties Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of Delaware, without giving effect regard to conflicts its conflict of laws principles that would result in the application of the Law of any other stateprinciples.
Appears in 3 contracts
Samples: Supply and Distribution Agreement (O2diesel Corp), D Agreement (Dyadic International Inc), Commercial Agreement (O2diesel Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be construed under and governed by, and construed in accordance with, by the internal laws of the State state of Delaware, Delaware without giving effect regard to conflicts its conflict of laws principles that would result in the application of the Law of any other stateprovisions.
Appears in 3 contracts
Samples: Stockholders’ Agreement (Universal Access Global Holdings Inc), Voting Agreement (Universal Access Global Holdings Inc), Voting Agreement (Universal Access Global Holdings Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, under the laws of the State of Delaware, without giving effect to except for the conflicts of laws law principles that would result in the application of the Law of any other statethereof.
Appears in 3 contracts
Samples: Professional Services and Consulting Agreement (U S Interactive Inc/Pa), Professional Services and Consulting Agreement (U S Interactive Inc/Pa), Professional Services and Consulting Agreement (U S Interactive Inc/Pa)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to regardless of the laws that might otherwise govern under applicable principles of conflicts of laws principles that would result in the application of the Law of any other statethereof.
Appears in 3 contracts
Samples: Support Agreement (ConversionPoint Holdings, Inc.), Support Agreement (ConversionPoint Holdings, Inc.), Support Agreement (Inuvo, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect applicable to conflicts of laws principles contracts executed in and to be performed entirely within that would result in the application State, regardless of the Law Laws that might otherwise govern under any applicable conflict of any other stateLaws principles.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rural/Metro Corp /De/), Agreement and Plan of Merger (J Crew Group Inc)
Governing Law; Jurisdiction. (a) This The validity, interpretation and performance of this Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to its principles of conflicts of laws principles that would result in the application of the Law of any other statelaw.
Appears in 2 contracts
Samples: Engagement Agreement (Nuverra Environmental Solutions, Inc.), Interim Ceo Employment Agreement (Rent a Center Inc De)
Governing Law; Jurisdiction. (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 to conflicts of laws principles that would result in the application of the Law of any other state.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Newgistics, Inc)
Governing Law; Jurisdiction. (a) This The provisions of this Agreement shall be governed by, construed and construed interpreted and all rights and obligations hereunder shall be determined in accordance with, with the laws of the State of Delaware, Delaware without giving effect reference to principles of conflicts or choice of laws principles that would result in law under which the application of the Law law of any other statejurisdiction would apply, and the courts located in that state shall have exclusive jurisdiction of all disputes rising hereunder.
Appears in 2 contracts
Samples: Loan Agreement (Net2phone Inc), Loan Agreement (Idt Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles law (except that would result in the application matters relating to the fiduciary duties of the Law Board of any other stateDirectors of the Company shall be subject to the laws of the State of Maryland).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Cape Bancorp, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, under the laws of the State of Delaware, without giving effect to conflicts its conflict of laws principles that would result in the application of the Law of any other statelaw principles.
Appears in 2 contracts
Samples: Mutual Agreement of Separation and Release (Chart Industries Inc), Mutual Agreement of Separation and Release (Chart Industries Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the 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 laws principles that would result in the application of the Law of any other statethereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Energy Conversion Devices Inc), Voting Agreement (Iomai Corp)
Governing Law; Jurisdiction. (a) a. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely in that state, without giving effect to conflicts regardless of the laws that might otherwise govern under any applicable conflict of laws principles that would result in the application of the Law of any other stateprinciples.
Appears in 2 contracts
Samples: Voting Agreement (LDB 2014 LLC), Voting Agreement (Rowan Marc J)
Governing Law; Jurisdiction. (a) This The validity, construction and performance of this Agreement, and any Action arising out of or relating to this Agreement shall be governed by, and construed in accordance with, by the laws Laws of the State of Delaware, without giving effect regard to conflicts of laws principles that would result in the application Laws of the Law State of any other stateDelaware as to choice or conflict of Laws.
Appears in 2 contracts
Samples: Purchase Agreement (Warp Technology Holdings Inc), Merger Agreement (Warp Technology Holdings Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, --------------------------- by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect regard to its conflicts of laws principles that would result in the application of the Law of any other statelaw principles.
Appears in 2 contracts
Samples: Separation and Release Agreement (Endo Pharmaceuticals Holdings Inc), Separation and Release Agreement (Endo Pharmaceuticals Holdings Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within that state, without giving effect to conflicts of laws principles that would result in the application regardless of the Law laws that might otherwise govern under any applicable conflict of any other stateLaws principles.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Momentive Performance Materials Inc.), Agreement and Plan of Merger (Momentive Performance Materials Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts conflict of laws principles that would result in the application of the Law of any other statejurisdiction.
Appears in 2 contracts
Samples: Co Existence Agreement (WillScot Corp), Stock Purchase Agreement (Double Eagle Acquisition Corp.)
Governing Law; Jurisdiction. (a) This Agreement and all disputes or controversies arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws internal Laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws law principles that would result in the application of the Law Laws of any other stateanother jurisdiction, provided that the Laws of the United States shall govern the consummation of the Bank Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Bank System, Inc.), Agreement and Plan of Merger (Merchants Bancshares Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to conflicts of laws Laws principles that would result in the application of the Law of any other state.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zoom Video Communications, Inc.), Agreement and Plan of Merger
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts any choice or conflict of laws principles provision or rule (whether of the State of Delaware or any other jurisdiction) that would result in cause the application of the Law Laws of any jurisdiction other statethan the State of Delaware, except that matters related to the fiduciary obligations of the Company Board and matters that are specifically required by the URBCA in connection with the Transactions shall be governed by the laws of the State of Utah.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dominion Resources Inc /Va/), Agreement and Plan of Merger (Questar Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, --------------------------- construed and construed enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to conflicts the conflict of laws principles that would result in the application of the Law of any other stateprovisions thereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Stein Avy H), Registration Rights Agreement (College Television Network Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware, Delaware without giving effect to the principles of conflicts of laws principles that would result in the application of the Law of any other statelaws.
Appears in 2 contracts
Samples: Agreement, Agreement (Innoviva, Inc.)
Governing Law; Jurisdiction. (a) 5.4.1 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other statejurisdiction.
Appears in 2 contracts
Samples: Shareholder’s Agreement (Bungeltd), Shareholder’s Agreement (Bungeltd)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles law (except that would result in matters relating to the application fiduciary duties of the Law Board of any other stateDirectors of the Company shall be subject to the laws of the State of North Carolina).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CommunityOne Bancorp), Agreement and Plan of Merger (Capital Bank Financial Corp.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within that State, without giving effect to conflicts of laws principles that would result in the application regardless of the Law laws that might otherwise govern under any applicable conflict of any other stateLaws principles.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Frontier Communications Parent, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, without giving effect to conflicts principles of laws principles that would result in the application conflict of the Law of any other statelaws.
Appears in 2 contracts
Samples: Share and Warrant Issuance Agreement (Edentify, Inc.), Share and Warrant Issuance Agreement (Edentify, Inc.)
Governing Law; Jurisdiction. (a) This Agreement Agreement, and any Action, dispute or other controversy arising out of or relating hereto shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws law principles that would result in the application of the Law of any other statethereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Rentals North America Inc), Agreement and Plan of Merger (Neff Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect regard to applicable principles of choice of law or conflicts of laws principles that would result in the application of the Law of any other statelaw.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Q2 Holdings, Inc.), Asset Purchase Agreement (Q2 Holdings, Inc.)
Governing Law; Jurisdiction. (ai) This Agreement and all disputes or controversies arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws internal Laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws law principles that would result in the application of the Law Laws of any other stateanother jurisdiction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Bank System, Inc.), Agreement and Plan of Merger (Merchants Bancshares Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without giving effect regard to any applicable conflicts of laws law principles (except that would result in matters relating to the application fiduciary duties of the Law Board of any other stateDirectors of Flagstar shall be subject to the laws of the State of Michigan).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (New York Community Bancorp Inc), Agreement and Plan of Merger (Flagstar Bancorp Inc)
Governing Law; Jurisdiction. (a) This Agreement, including any dispute or controversy arising out of or related to this Agreement or the breach thereof, shall be subject to, governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect reference to conflicts its principles of laws principles that would result in the application conflict of the Law of any other statelaws.
Appears in 2 contracts
Samples: Royalty Agreement (Histogenics Corp), Royalty Agreement (Histogenics Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of DelawareDelaware applicable to contracts made and performed entirely within such state, without giving effect to its principles of conflicts of laws principles that would result in the application of the Law of any other stateLaws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Fidelity Southern Corp), Agreement and Plan of Merger (Ameris Bancorp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws, but not the laws pertaining to choice or conflicts of laws, of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state.
Appears in 2 contracts
Samples: Stock Repurchase and Release Agreement (Advanced Cell Technology, Inc.), Stock Repurchase and Release Agreement (Advanced Cell Technology, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, and all disputes arising out of or in connection with this Agreement or the Transactions shall be resolved under, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Elanco Animal Health Inc), Agreement and Plan of Merger (Kindred Biosciences, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws principles law (except that would result in matters relating to the application fiduciary duties of the Law Board of Directors of the Company shall be subject to the laws of the State of New York, without regard to any other stateapplicable conflicts of law).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (Suffolk Bancorp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable conflicts of laws law principles (except that would result in matters relating to the application fiduciary duties of the Law Board of any other stateDirectors of Company shall be governed by the laws of the State of Washington and matters relating to the fiduciary duties of the Board of Directors of Parent shall be subject to the laws of the State of Delaware).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Firstsun Capital Bancorp), Agreement and Plan of Merger (HomeStreet, Inc.)
