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

No Exercise of Appraisal Rights; Actions. Each Stockholder (i) waives and agrees not to exercise any rights (including, without limitation, under Section 262 of the Delaware General Corporation Law) to demand appraisal of any of the Subject Shares or any rights to dissent from the Merger that the Stockholders may have (collectively, “Appraisal Rights”); (ii) agrees not to commence, participate in or voluntarily aid in any way any claim or proceeding to seek (or file any petition related to) Appraisal Rights in connection with 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 Sub, 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 or the transactions contemplated thereby. Notwithstanding the foregoing, nothing in this Section 4.2 shall constitute, or be deemed to constitute, a waiver or release by the Stockholders of any claim or cause of action against Parent or Merger Sub to the extent arising out of a breach of this Agreement by Parent or Merger Sub.

No Exercise of Appraisal Rights; Actions. Each Such Stockholder (ia) waives and agrees not to exercise any appraisal rights, dissenters’ rights (including, without limitation, under Section 262 or any similar rights in respect of the Delaware General Corporation Law) to demand appraisal of any of the such Stockholder’s Subject Shares or any rights that may arise with respect to dissent from the Merger that or the Stockholders may have (collectively, “Appraisal Rights”); (ii) agrees not to commence, participate in or voluntarily aid in any way any claim or proceeding to seek (or file any petition related to) Appraisal Rights in connection with other transactions contemplated by the Merger; Merger Agreement and (iib) agrees not to commence or join in, and agrees to take all actions necessary to opt out of, of any class in any class action with respect to to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors directors, officers or any of their respective Affiliates or successors, in each case, relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement, or the consummation of the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement, including (xi) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, including seeking to enjoin or delay the Closing, (yii) alleging breach of any duty (fiduciary duty or otherwise) of any Person in connection with the negotiation and entry into the Merger Agreement or this Agreement or (iii) making any claim with respect to SEC disclosure (or other disclosure to the Company’s stockholders) in connection with the Merger Agreement or the transactions contemplated thereby. Notwithstanding the foregoing, nothing in by this Section 4.2 shall constitute, or be deemed to constitute, a waiver or release by the Stockholders of any claim or cause of action against Parent or Merger Sub to the extent arising out of a breach of this Agreement by Parent or Merger SubAgreement.

No Exercise of Appraisal Rights; Actions. Each Such Stockholder (ia) irrevocably waives and agrees not to exercise any appraisal rights (including, without limitation, under Section 262 in respect of the Delaware General Corporation Law) such Stockholder’s Shares that may arise with respect to demand appraisal of any of the Subject Shares or any rights to dissent from the Merger that the Stockholders may have (collectively, “Appraisal Rights”); (ii) agrees not to commence, participate in or voluntarily aid in any way any claim or proceeding to seek (or file any petition related to) Appraisal Rights in connection with the Merger; and (iib) agrees not to commence or join intake any action to join, and agrees to take all reasonable actions necessary to opt out ofof any class, any class in any class action with respect to to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or any of their respective directors or officers (xi) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement (yother than as a claim of breach of this Agreement or the Merger Agreement by Parent or Merger Sub), including any claim seeking to enjoin or delay the consummation of the Offer or the Closing of the Merger or (ii) alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby. Notwithstanding ; and (c) shall notify Parent of any development occurring after the foregoingdate hereof that, nothing to such Stockholder’s knowledge, causes any breach of any of the representations and warranties of such Stockholder set forth in section 2 or other covenants of such Stockholder in this Section 4.2 shall constitute, or be deemed to constitute, a waiver or release by the Stockholders of any claim or cause of action against Parent or Merger Sub to the extent arising out of a breach of this Agreement by Parent or Merger SubAgreement.

No Exercise of Appraisal Rights; Actions. Each The Stockholder (i) waives and agrees not to exercise any rights (including, without limitation, under Section 262 of the Delaware General Corporation Law) to demand appraisal of any of the Subject Shares or any rights to dissent from the Merger that the Stockholders Stockholder may have (collectively, “Appraisal Rights”); (ii) agrees not to commence, participate in or voluntarily aid in any way any claim or proceeding to seek (or file any petition related to) Appraisal Rights in connection with 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 Sub, 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 or the transactions contemplated thereby. Notwithstanding the foregoing, nothing in this Section 4.2 shall constitute, or be deemed to constitute, a waiver or release by the Stockholders Stockholder of any claim or cause of action against Parent or Merger Sub to the extent arising out of a breach of this Agreement by Parent or Merger Sub.