Common use of No Exercise of Appraisal Rights; Actions Clause in Contracts

No Exercise of Appraisal Rights; Actions. Such Stockholder (i) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Subsidiary, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

No Exercise of Appraisal Rights; Actions. Such Stockholder (i) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) Appraisal Rights in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiarySub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

No Exercise of Appraisal Rights; Actions. Such Stockholder (ia) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (iib) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiaryPurchaser, the Company or any of their respective successors (xi) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (yii) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

No Exercise of Appraisal Rights; Actions. Such Stockholder (i) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Lawthe DGCL) in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiarySub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

No Exercise of Appraisal Rights; Actions. Such Stockholder Shareholder (i) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) Appraisal Rights in respect of such StockholderShareholder’s Subject Shares that may arise with respect to the Offer and the Merger and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiarySub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

No Exercise of Appraisal Rights; Actions. Such Stockholder hereby (ia) waives irrevocably and unconditionally waives, and agrees not to cause to be waived and to prevent the exercise of, any rights of appraisal or dissenters’ rights (including pursuant relating to Section 262 of Delaware Law) in respect of such Stockholder’s Subject Shares that may arise the Merger with respect to the Offer and the Merger Subject Shares and (iib) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Subsidiary, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, of any provision of this Agreement or (y) alleging breach of any fiduciary duty of any Person in connection with the negotiation of and entry into the Merger Agreement.

No Exercise of Appraisal Rights; Actions. Such Stockholder (ia) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (iib) agrees not to commence or take any action to join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiarySub, the Company or any of their respective successors (xi) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement agreement or (yii) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger AgreementAgreement or the consummation of the transactions contemplated thereby, including, without limitation, the Merger.

No Exercise of Appraisal Rights; Actions. Such Stockholder (i) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiarySub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

No Exercise of Appraisal Rights; Actions. Such Stockholder (i) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiaryPurchaser, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger AgreementAgreement or the consummation of the transactions contemplated thereby, including, without limitation, the Merger.

No Exercise of Appraisal Rights; Actions. Such Stockholder (i) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (ii) agrees not to commence or take any action to join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiarySub, the Company or any of their respective successors (xA) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (yB) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger AgreementAgreement or the consummation of the transactions contemplated thereby, including, without limitation, the Merger.

No Exercise of Appraisal Rights; Actions. Such Stockholder (ia) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) or dissenters’ rights in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (iib) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiarySub, the Company or any of their respective successors (xi) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (yii) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

No Exercise of Appraisal Rights; Actions. Such Stockholder (i) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) Appraisal Rights in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiarySub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

No Exercise of Appraisal Rights; Actions. Such The Stockholder (ia) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) or dissenters’ rights in respect of such Stockholder’s the Subject Shares that may arise with respect to the Offer and the Merger and (iib) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiarySub, the Company or any of their respective successors (xi) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (yii) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

No Exercise of Appraisal Rights; Actions. Such Stockholder (i) waives and agrees not to exercise any appraisal rights (including pursuant to in accordance with Section 262 of Delaware Law) the DGCL in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Subsidiary, Parent Related Parties the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.

No Exercise of Appraisal Rights; Actions. Such Stockholder (i) waives and agrees not to exercise any appraisal rights (including pursuant to Section 262 of Delaware Law) in respect of such Stockholder’s Subject Shares that may arise with respect to the Offer and the Merger and (ii) agrees not to commence or take any action to join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiarySub, the Company or any of their respective successors (xA) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (yB) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger AgreementAgreement or the consummation of the Merger Transactions, including, without limitation, the Merger.

No Exercise of Appraisal Rights; Actions. Such Stockholder Each of the Stockholders (ia) waives and agrees not to exercise any demand appraisal rights (including pursuant to Section 262 of Delaware Law) in respect of such Stockholder’s Subject Shares that may arise with respect pursuant to Section 202 of the Offer and the Merger DGCL and (iib) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubsidiaryAcquisition Sub, the Company or any of their respective successors Representatives (xi) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (yii) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement.