Common use of Specific Performance; Jurisdiction; Enforcement Clause in Contracts

Specific Performance; Jurisdiction; Enforcement. (a) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the parties hereto in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Parent and Merger Sub, on the one hand, and the Company, on the other hand, shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and the Second Equity Commitment Letter by the other (as applicable) and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and this right shall include the right of the Company to cause Parent and Merger Sub to fully enforce the terms of the Second Equity Commitment Letter against the Funds to the fullest extent permissible pursuant to the Second Equity Commitment Letter and applicable Laws and to thereafter cause the Offer, the Merger and the transactions contemplated by the Merger to be consummated on the terms and subject to the conditions thereto set forth in this Agreement. Each of the parties hereto hereby waives (i) any defenses in any action for specific performance, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. If any party brings any Action to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (x) the amount of time during which such Action is pending, plus twenty (20) Business Days or (y) such other time period established by the Delaware court presiding over such Action.

Specific Performance; Jurisdiction; Enforcement. (a) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the parties hereto in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Parent and Merger Sub, on prior to the one hand, and termination of this Agreement in accordance with Article V the Company, on the other hand, parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and the Second Equity Commitment Letter by the other (as applicable) and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any (or a proper Delaware state appellate court therefrom within if the Court of Chancery does not have subject matter jurisdiction) or the federal courts sitting in the State of Delaware (orDelaware, if this being in addition to any other remedy to which they are entitled at law or in equity. In connection with any request for specific performance or equitable relief by any party hereto, each of the other parties waive any requirement for the security or posting of any bond in connection with such remedy. In addition, each of the parties hereto irrevocably agrees that any Legal Action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery declines (or a proper Delaware state court if the Court of Chancery does not have subject matter jurisdiction) or the federal courts sitting in the State of Delaware. Each of the parties hereto consents to accept jurisdiction over the service of process or other papers in connection with such action or proceeding in the manner provided in Section 6.7 or in such other manner as permitted by Law and, to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other party or parties hereto of the name and address of such agent, and that service of process may, to the fullest extent permitted by law, also be made on such party by prepaid certified mail with a particular matterproof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, any state or federal court and that service made pursuant to the above shall, to the fullest extent permitted by law, have the same legal force and effect as if served upon such party personally within the State of Delaware) and this right shall include the right of the Company to cause Parent and Merger Sub to fully enforce the terms of the Second Equity Commitment Letter against the Funds to the fullest extent permissible pursuant to the Second Equity Commitment Letter and applicable Laws and to thereafter cause the Offer, the Merger and the transactions contemplated by the Merger to be consummated on the terms and subject to the conditions thereto set forth in this Agreement. Each of the parties hereto hereby waives irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6.5, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) any claim that (i) any defenses the suit, action or proceeding in any action for specific performancesuch court is brought in an inconvenient forum, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. For purposes of implementing the parties’ agreement to post a bond or other security appoint and maintain an agent for service of process in the State of Delaware, each such party that has not as a prerequisite to obtaining equitable relief. If any party brings any Action to enforce specifically the performance of the terms and provisions date hereof by any other partyalready duly appointed such an agent does hereby appoint The Corporation Trust Company, the Outside Date shall automatically be extended by (x) the amount of time during which Corporation Trust Center, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, as such Action is pending, plus twenty (20) Business Days or (y) such other time period established by the Delaware court presiding over such Actionagent.

Specific Performance; Jurisdiction; Enforcement. (a) The parties hereto agree that irreparable damage would occur in the event that if any of the provisions of this Agreement were not performed by the parties hereto in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Parent and Merger Subthat, on in addition to any other remedy to which they are entitled at law or in equity, the one hand, and the Company, on the other hand, parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and the Second Equity Commitment Letter by the other (as applicable) and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within in the State of Delaware, or if (but only if) and this right shall include that court does not have subject matter jurisdiction over such action or proceeding, in the right United States District Court for the District of Delaware, without the requirement to post bond or other security. In addition, each of the Company parties hereto irrevocably agrees that any legal action or proceeding with respect to cause Parent and Merger Sub to fully enforce the terms of the Second Equity Commitment Letter against the Funds to the fullest extent permissible pursuant to the Second Equity Commitment Letter and applicable Laws and to thereafter cause the Offer, the Merger this Agreement and the transactions contemplated rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the Merger to other party hereto or its successors or assigns, shall be consummated on brought and determined exclusively in the terms and Court of Chancery in the State of Delaware, or if (but only if) that court does not have subject to matter jurisdiction over such action or proceeding, in the conditions thereto set forth in this AgreementUnited States District Court for the District of Delaware. Each of the parties hereto hereby waives irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 9.4, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable law, any claim that (i) any defenses the suit, action or proceeding in any action for specific performancesuch court is brought in an inconvenient forum, including the defense that a remedy at law would be adequate and (ii) any requirement under any Law to post a bond the venue of such suit, action or other security as a prerequisite to obtaining equitable relief. If any party brings any Action to enforce specifically the performance of the terms and provisions hereof by any other party, the Outside Date shall automatically be extended by (x) the amount of time during which such Action proceeding is pending, plus twenty (20) Business Days improper or (yiii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such other time period established by the Delaware court presiding over such Actioncourts.