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

No Exercise of Appraisal Rights; Waivers. In connection with the Contemplated Transactions, the Shareholder hereby expressly (a) waives, to the extent permitted under applicable Law, the applicability of the provisions for dissenters’ or appraisal rights set forth in the WBCA (or any other similar applicable Law), with respect to any Subject Shares, (b) agrees that the Shareholder will not, under any circumstances in connection with the Contemplated Transactions, exercise any dissenters’ or appraisal rights in respect of any Subject Shares, and (c) agrees that the Shareholder will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Body, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Shareholder, or the approval of the Merger Agreement by the Parent Board, breaches any fiduciary duty of the Parent Board or any member thereof; provided that the Shareholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Shareholder that relates solely to the Shareholder’s capacity as a director, officer or securityholder of Parent.

No Exercise of Appraisal Rights; Waivers. In connection with the Contemplated TransactionsMerger, the Shareholder Stockholder hereby expressly (a) waives, to the extent permitted under applicable Lawlaw, the applicability of the provisions for dissenters’ or appraisal rights set forth in the WBCA Florida Business Corporation Act (or any other similar applicable Lawlaw), with respect to any Subject Shares, (b) agrees that the Shareholder Stockholder will not, under any circumstances in connection with the Contemplated TransactionsMerger, exercise any dissenters’ or appraisal rights in respect of any Subject Shares, and (c) agrees that the Shareholder Stockholder will not bring, commence, institute, maintain, prosecute, participate in or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any Governmental Bodygovernmental body, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the ShareholderStockholder, or the approval of the Plan of Merger Agreement by the Parent BoardTarget Board of Directors, breaches any fiduciary duty of the Parent Target Board of Directors or any member thereof; provided provided, that the Shareholder Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against the Shareholder Stockholder that relates solely to the ShareholderStockholder’s capacity as a director, officer or securityholder of ParentTarget.