Common use of Waiver of Appraisal and Dissenters’ Rights and Actions Clause in Contracts

Waiver of Appraisal and Dissenters’ Rights and Actions. The Stockholder hereby (a) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that the Stockholder may have and (b) 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 Legal Action, derivative or otherwise, against Parent, Merger Sub, Guarantor, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Offer or the Merger, including any Legal Action (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (ii) alleging a breach of any fiduciary duty of any Person in connection with the Merger Agreement or the transactions contemplated thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. The Stockholder Shareholder hereby (a) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that the Stockholder Shareholder may have and (b) 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 Legal Actionclaim, suit, action or proceeding, derivative or otherwise, against Parent, Merger Sub, Guarantor, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Offer or the Merger, including any Legal Action claim, suit, action or proceeding (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (ii) alleging a breach of any fiduciary duty of any Person person in connection with the Merger Agreement or the transactions contemplated thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. The Each Stockholder hereby (ai) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that the Stockholder may have and (bii) agrees not to commence or join participate in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any Legal Actionclaim, derivative or otherwise, against Parent, Merger Sub, Guarantorthe Purchaser, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Offer or the Merger, including any Legal Action claim (ix) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (iiy) alleging a breach of any fiduciary duty of any Person the Board of Directors of the Company in connection with the Merger Agreement or the transactions contemplated thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. The Stockholder hereby (ai) waives and agrees not to exercise any rights to demand appraisal of appraisal any Securities or rights to dissent from either of the Merger that the Stockholder may have Mergers, if applicable, and (bii) agrees not to commence or join participate in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any Legal Actionclaim, derivative or otherwiseother Action, against Parent, Merger Subany of the Sunrise Parties, GuarantorTerroir, any of the Company Terroir Parties or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Offer or the MergerMergers, including any Legal Action (ia) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (iib) alleging a breach of any fiduciary duty of any Person the Board of Directors of Terroir in connection with the Merger Agreement or the transactions contemplated thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. The Stockholder hereby (a) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that the Stockholder may have and (b) 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 Legal Actionclaim, suit, action or proceeding, derivative or otherwise, against Parent, Merger Sub, Guarantor, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Offer or the Merger, including any Legal Action claim, suit, action or proceeding (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (ii) alleging a breach of any fiduciary duty of any Person person in connection with the Merger Agreement or the transactions contemplated thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. The Stockholder hereby (a) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that the Stockholder may have and (b) 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 Legal ActionProceeding, derivative or otherwise, against Parent, Merger Sub, Guarantor, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Offer or the Merger, including any Legal Action Proceeding (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (ii) alleging a breach of any fiduciary duty of any Person person in connection with the Merger Agreement or the transactions contemplated thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. The Stockholder hereby (ai) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that the Stockholder may have and (bii) agrees not to commence or join participate in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any Legal Actionclaim, derivative or otherwise, against Parent, Merger Sub, Guarantor, the Company or any of their respective Affiliates or successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Offer or transactions contemplated thereby, including the Merger, including any Legal Action claim (ix) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (iiy) alleging a breach of any fiduciary duty of any Person the Company Board in connection with the Merger Agreement or the transactions contemplated thereby, including the Merger.

Waiver of Appraisal and Dissenters’ Rights and Actions. The Stockholder Xxxxxx hereby (a) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that the Stockholder Xxxxxx may have and (b) 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 Legal Action, derivative or otherwise, against Parent, Merger Sub, Guarantor, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Offer or the Merger, including any Legal Action (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (ii) alleging a breach of any fiduciary duty of any Person in connection with the Merger Agreement or the transactions contemplated thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. The Stockholder hereby (ai) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that the Stockholder may have and (bii) agrees not to commence or join participate in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any Legal Actionclaim, derivative or otherwise, against Parent, Merger Sub, Guarantor, the Company or any of their respective Affiliates or successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Offer or the transactions contemplated thereby, including Merger, including any Legal Action claim (ix) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (iiy) alleging a breach of any fiduciary duty of any Person the Board of Directors of the Company in connection with the Merger Agreement or the transactions contemplated thereby, including the Merger.