Common use of Submission to Jurisdiction; Appointment of Agent for Service of Process Clause in Contracts

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties (i) consents to submit for itself and its property to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware and any appellate court thereof, or, if the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that, notwithstanding section 111 of the Delaware General Corporation Law, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, any Delaware state court or any federal court located in the State of Delaware and any appellate court thereof in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 as provided in clause (i) of this Section 12, (iv) agrees that service of process or summons by registered mail addressed to them at their respective addresses provided herein shall be effective service of process against them for any such Proceeding brought in any such court, (v) agrees to waive and hereby waives, to the fullest extent permitted by applicable Law, any objection which any of them may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Proceeding in any such court, and (vi) agrees that a final and unappealable judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties 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 any other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (i) consents or, if the Delaware Court of Chancery declines to submit accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property property, generally and unconditionally, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware aforesaid courts and any appellate court thereof, or, if the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that, notwithstanding section 111 of the Delaware General Corporation Law, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, any Delaware state court or any federal court located in the State of Delaware and any appellate court thereof in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 hereby irrevocably waives, and agrees not to assert, by way of motion, as provided a defense, counterclaim or otherwise, in clause (i) of any action or proceeding with respect to this Section 12Agreement, (iva) agrees any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of such courts or from any legal process commenced in such courts (whether through service of process notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or summons by registered mail addressed to them at their respective addresses provided herein shall be effective service of process against them for any such Proceeding brought in any such court, otherwise) and (vc) agrees to waive and hereby waives, to the fullest extent permitted by applicable Law, any objection which any of them may now claim that (i) a suit, action or hereafter have to the laying of venue of, and the defense of proceeding in such courts is brought in an inconvenient forum to forum, (ii) the maintenance ofvenue of such suit, any such Proceeding in any such courtaction or proceeding is improper or (iii) this Agreement, and (vi) agrees that a final and unappealable judgment in any such Proceeding shall be conclusive and or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such courts. To the judgment or fullest extent permitted by applicable Law, each of the Parties hereby consents to the service of process in accordance with Section 8.7 of the Merger Agreement (which Section is hereby incorporated by reference into this Agreement); provided, however, that nothing herein shall affect the right of any Party to serve legal process in any other manner provided permitted by applicable Law.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties (i) consents to submit hereto hereby irrevocably and unconditionally submits, for itself and its property property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware and any appellate court thereofDelaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware or Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Delaware Supreme Court determines that, notwithstanding section 111 Federal court of the Delaware General Corporation LawUnited States of America sitting in Delaware, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, any Delaware state court or any federal court located in the State of Delaware and any appellate court thereof in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreementcourts thereof, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any claim in respect of any such courtaction or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) 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 as provided in clause (i) of this Section 12, (iv) agrees that service of process or summons by registered mail addressed to them at their respective addresses provided herein shall be effective service of process against them for any such Proceeding brought in any such court, (v) agrees to waive and hereby waives, to the fullest extent permitted by applicable Lawit may legally and effectively do so, any objection which any of them that it may now or hereafter have to the laying of venue ofof any such action or proceeding in such courts and (iv) waives, and to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of, any of such Proceeding action or proceeding in any such court, and (vi) courts. Each of the Parties hereto agrees that a final and unappealable judgment in any such Proceeding action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 9 in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties (i) consents to submit hereto hereby irrevocably and unconditionally submits, for itself and its property property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware and any appellate court thereofDelaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware or Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Delaware Supreme Court determines that, notwithstanding section 111 Federal court of the Delaware General Corporation LawUnited States of America sitting in Delaware, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, any Delaware state court or any federal court located in the State of Delaware and any appellate court thereof in the event from any dispute arises out of this Agreement or any of the transactions contemplated by this Agreementthereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any such courtthereof, (iii) 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 as provided in clause (i) of this Section 12, (iv) agrees that service of process or summons by registered mail addressed to them at their respective addresses provided herein shall be effective service of process against them for any such Proceeding brought in any such court, (v) agrees to waive and hereby waives, to the fullest extent permitted by applicable Lawit may legally and effectively do so, any objection which any of them that it may now or hereafter have to the laying of venue ofof any such action or proceeding in such courts and (iv) waives, and to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of, any of such Proceeding action or proceeding in any such court, and (vi) courts. Each of the Parties hereto agrees that a final and unappealable judgment in any such Proceeding action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 7 in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the Parties (i) consents to submit for itself and its property to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware and any appellate court thereofthat the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto agrees (i) that this Agreement involves at least $100,000, or, if and (ii) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally agrees (A) to be subject to the exclusive jurisdiction of the Delaware Court of Chancery of in and for New Castle County, or in the State of event (but only in the event) that such Delaware or the Delaware Supreme Court determines that, notwithstanding section 111 of the Delaware General Corporation Law, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matterdispute, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, any Delaware state State court sitting in New Castle County (such applicable court, the “Chosen Court”), waives any objection it may now or any federal court located hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the proceeding or action shall be heard and determined only in the State of Delaware Chosen Court, and agrees not to bring any appellate court thereof in the event any dispute arises proceeding or action arising out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any of the Transaction Documents or the transactions contemplated by this Agreement hereby or thereby in any court other than as provided in clause court, and (iB) of this Section 12, (iv1) agrees that to the extent such party is not otherwise subject to service of process or summons by registered mail addressed in the State of Delaware, to them at their respective addresses provided herein shall be effective service appoint and maintain an agent in the State of process against them Delaware as such party's agent for any such Proceeding brought in any such courtacceptance of legal -3 process, and (v2) agrees to waive and hereby waivesthat, to the fullest extent permitted by applicable Lawlaw, any objection which any service of them process may now also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (B) (1) or hereafter have (2) above shall, to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Proceeding in any such court, and (vi) agrees that a final and unappealable judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided fullest extent permitted by applicable Lawlaw, have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, each such party that has not as of the date hereof already duly appointed such an agent does hereby appoint CT Corporation, as such agent.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties (i) consents to submit for itself Sellers, severally and its property not jointly, irrevocably submits to the non-exclusive personal jurisdiction of the Court of Chancery of the any New York State of Delaware and any appellate or United States Federal court thereof, or, if the Court of Chancery of the State of Delaware or the Delaware Supreme Court determines that, notwithstanding section 111 of the Delaware General Corporation Law, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matter, any Delaware state court or any federal court located sitting in the State Borough of Delaware and Manhattan, The City of New York, New York (each, a “New York Court”) over any appellate court thereof in the event any dispute arises suit, action or proceeding arising out of this Agreement or any of the transactions contemplated by relating to this Agreement, (ii) agrees that it will not attempt to deny the Registration Statement, the Prospectus, the Time of Sale Prospectus or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action relating to this Agreement or any the offering of the transactions contemplated by this Agreement in any court other than as provided in clause (i) Shares. Each of this Section 12, (iv) agrees that service of process or summons by registered mail addressed to them at their respective addresses provided herein shall be effective service of process against them for any such Proceeding brought in any such court, (v) agrees to waive and hereby the Sellers irrevocably waives, to the fullest extent permitted by applicable Lawlaw, any objection which any of them it may now or hereafter have to the laying of venue ofof any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that any of the Sellers has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and such Seller, as applicable irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the Sellers, severally and not jointly, hereby irrevocably appoints [—] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. Each of Sellers, severally and not jointly, waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Sellers, severally and not jointly, represents and warrants that such agent has agreed to act as its agent for service of process, and the defense Company and each of an inconvenient forum the Selling Stockholders agree to take any and all action, including the maintenance offiling of any and all documents and instruments, any such Proceeding in any such court, and (vi) agrees that a final and unappealable judgment in any such Proceeding shall be conclusive and may be enforced necessary to continue such appointment in other jurisdictions by suit on the judgment or in any other manner provided by applicable Lawfull force and effect.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of The parties hereto hereby declare that it is their intention that, except as otherwise provided in Section 8.5(a), this Agreement shall be regarded as made under the Parties (i) consents to submit for itself and its property to the exclusive personal jurisdiction of the Court of Chancery Laws of the State of Delaware and any appellate court thereofthat the Laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the parties hereto agrees (i) that this Agreement involves at least $100,000, or, if and (ii) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally agrees (A) to be subject to the exclusive jurisdiction of the Delaware Court of Chancery of in and for New Castle County, or in the State of event (but only in the event) that such Delaware or the Delaware Supreme Court determines that, notwithstanding section 111 of the Delaware General Corporation Law, the Court of Chancery does not have or should not exercise subject matter jurisdiction over such matterdispute, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, any Delaware state State court sitting in New Castle County (such applicable court, the “Chosen Court”), waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that, except as otherwise provided in Section 8.5(a), all claims in respect of the proceeding or action shall be heard and determined only in the Chosen Court, and agrees not to bring any federal court located proceeding or action arising out of or relating to this Agreement or the transactions contemplated hereby (except, in the case of the voting agreements referenced in the Recitals hereto, which will be governed by their terms) in any other court, and (B) (1) 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 any appellate court thereof in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii2) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) 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 as provided in clause (i) of this Section 12, (iv) agrees that service of process or summons by registered mail addressed to them at their respective addresses provided herein shall be effective service of process against them for any such Proceeding brought in any such court, (v) agrees to waive and hereby waivesthat, to the fullest extent permitted by applicable Law, any objection which any service of them process may now also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (B) (1) or hereafter have (2) above shall, to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such Proceeding in any such court, and (vi) agrees that a final and unappealable judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided fullest extent permitted by applicable Law, have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, each such party that has not as of the date hereof already duly appointed such an agent does hereby appoint CT Corporation, as such agent.