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

Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (ii) agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement (including any claim seeking to enjoin or delay the closing of the Merger) or (B) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby; provided that nothing in this Section 4(c) shall restrict or prohibit Stockholder from asserting (x) its right to receive the Merger Consideration in accordance with the Merger Agreement and the DGCL or (y) counterclaims or defenses in any proceeding brought or claims asserted against it by Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to this Agreement or the Merger Agreement, or from enforcing its rights under this Agreement.

Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder hereby (i) irrevocably waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (ii) agrees not to commence or participate join in, assist or knowingly encourage, and to take all actions necessary to opt out of, of any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger Sub, the Company Company, the Company’s directors or any of their respective Subsidiaries or Affiliates and successors, in each of their successors and assigns case, 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 claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement (including any claim seeking to enjoin or delay the closing of the Merger) or Merger Agreement, (B) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the Merger Agreement or any of the transactions contemplated thereby; provided that nothing , (C) with respect to SEC disclosure (or other disclosure to the holders of Shares) in this Section 4(c) shall restrict or prohibit Stockholder from asserting (x) its right to receive the Merger Consideration in accordance connection with the Merger Agreement and the DGCL or (y) counterclaims or defenses in any proceeding brought or claims asserted against it by Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to this Agreement or the Merger AgreementAgreement or the transactions contemplated hereby or thereby or (D) against Parent, Merger Sub or from enforcing its rights under their respective Representatives in connection with this AgreementAgreement or the Merger Agreement or the transactions contemplated hereby or thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (ii) agrees not to commence or participate join in, assist or knowingly encourage, and to take all actions necessary to opt out of, of any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger SubPurchaser, the Company Company, the Company’s directors or any of their respective Subsidiaries or Affiliates and successors, in each of their successors and assigns case 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 claim (Aw) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, (including any claim seeking to enjoin or delay the closing of the Merger) or (Bx) alleging a breach of any fiduciary duty of the Board of Directors of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby; provided that nothing , (y) making any claim with respect to SEC disclosure (or other disclosure to the Company’s stockholders) in this Section 4(c) shall restrict or prohibit Stockholder from asserting (x) its right to receive the Merger Consideration in accordance connection with the Merger Agreement and or the DGCL transactions contemplated thereby or (yz) counterclaims or defenses in making any proceeding brought or claims asserted claim against it by Parent, Merger Sub, the Company Purchaser or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to this Representatives in connection with the Merger Agreement or the Merger Agreement, or from enforcing its rights under this Agreementtransactions contemplated thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder hereby hereby: (ia) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and have, and (b) agrees (i) not to commence any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors, or (ii) agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates successors, in each case of clause (i) and each of their successors and assigns relating to the negotiation(ii), execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement (including any claim seeking to enjoin or delay the closing of the Merger) or Merger Agreement, (B) alleging a breach of any fiduciary duty of the Board of Directors of the Company Board in connection with the Merger Agreement or the transactions Transactions contemplated thereby; provided that nothing , (C) making any claim with respect to SEC disclosure (or other disclosure to the Company’s stockholders) in connection with the negotiation, execution or delivery of this Section 4(c) shall restrict Agreement or prohibit Stockholder from asserting (x) its right to receive the Merger Consideration in accordance with the Merger Agreement and or the DGCL approval or consummation of the Merger, or (yD) counterclaims making any aiding and abetting or defenses in any proceeding brought similar claim against Parent or claims asserted against it by Parent, Merger Sub, the Company or any of their respective Subsidiaries Affiliates or Affiliates and each of their successors and assigns relating to this Agreement or Representatives, in connection with the Merger Agreement, or from enforcing its rights under this Agreementforegoing.

Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder hereby irrevocably and unconditionally (i) waives and agrees not to exercise exercise, and covenants to cause its controlled Affiliates and Representatives to waive and not to exercise, in each case, to the fullest extent permissible under applicable Law, any rights of appraisal or rights to dissent from the Merger or any other similar rights that Stockholder may have (whether under any contract, pursuant to applicable Law or otherwise), including, without limitation, any rights arising under Section 262 of the DGCL, and (ii) waives and agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of (and covenants to cause its controlled Affiliates and Representatives not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of), in each case, to the fullest extent permissible under applicable Law, any class in any class action Action with respect to, any action Action or claim, derivative or otherwise, against Parent, Merger Sub, SLR, the Company or any of their respective Subsidiaries or Affiliates and each of their respective successors and assigns assigns, in each case, relating to the negotiation, execution or delivery of this Agreement or Agreement, the Merger Agreement or the other Transaction Documents or the consummation of the MergerMerger or any of the other Contemplated Transactions, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or any other Transaction Document (including any claim seeking to enjoin or delay the closing of the Merger) Merger or any of the other Contemplated Transactions), or (B) alleging (1) a breach of any fiduciary duty of the Company Board Board, the Special Committee or any individual member thereof or any other Representative of the Company in connection with this Agreement, the Merger Agreement or the transactions contemplated therebyhereby or thereby or (2) aiding and abetting any such breach of fiduciary duty against Parent, Merger Sub, SLR or any of their respective Subsidiaries and Affiliates or any of their respective Representatives; provided that nothing in this Section 4(c5(b) shall restrict or prohibit Stockholder from asserting (x) its right to receive its allocable portion of the Total Merger Consideration in accordance with the Merger Agreement and the DGCL DGCL, or (y) counterclaims or defenses in any proceeding Action or claim brought or claims asserted against it by Parent, Merger Sub, SLR, the Company or any of their respective Subsidiaries or Affiliates and each of their respective successors and assigns relating to this Agreement, the Merger Agreement or any of the Merger Agreementother Transaction Documents, or from enforcing its rights under this Agreement.

Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder Stockholder, on behalf of itself and any other beneficial owner of Covered Shares, hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (ii) agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement (including any claim seeking to enjoin or delay the closing of the Merger) or (B) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby; provided that nothing in this Section 4(c4(b) shall restrict or prohibit Stockholder on behalf of itself and any other beneficial owner of Covered Shares, from asserting (x) its right to receive the Merger Consideration in accordance with the Merger Agreement and the DGCL or any of its other rights under this Agreement or the Merger Agreement or (y) counterclaims or defenses in any proceeding brought or claims asserted against it by Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to this Agreement or the Merger Agreement, or from enforcing its rights under this Agreement.

Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder Holder hereby irrevocably and unconditionally (i) waives and agrees not to exercise exercise, and covenants to cause its controlled Affiliates and Representatives to waive and not to exercise, in each case, to the fullest extent permissible under applicable Law, any rights of appraisal or rights to dissent from the Merger or any other similar rights that Stockholder Holder may have (whether under any contract, pursuant to applicable Law or otherwise), including, without limitation, any rights arising under Section 262 of the DGCL, and (ii) waives and agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of (and covenants to cause its controlled Affiliates and Representatives not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of), in each case, to the fullest extent permissible under applicable Law, any class in any class action Action with respect to, any action Action or claim, derivative or otherwise, against Topco, Parent, Merger Sub, SLR, the Company or any of their respective Subsidiaries or Affiliates and each of their respective successors and assigns assigns, in each case, relating to the negotiation, execution or delivery of this Agreement or Agreement, the Merger Agreement or the other Transaction Documents or the consummation of the MergerMerger or any of the other Contemplated Transactions, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or any other Transaction Document (including any claim seeking to enjoin or delay the closing of the Merger) Merger or any of the other Contemplated Transactions), or (B) alleging (1) a breach of any fiduciary duty of the Company Board Board, the Special Committee or any individual member thereof or any other Representative of the Company in connection with this Agreement, the Merger Agreement or the transactions contemplated therebyhereby or thereby or (2) aiding and abetting any such breach of fiduciary duty against Topco, Parent, Merger Sub, SLR or any of their respective Subsidiaries and Affiliates or any of their respective Representatives; provided that nothing in this Section 4(c2.7(b) shall restrict or prohibit Stockholder Holder from asserting (x) its right to receive the Merger Consideration Exchange Units in accordance with the Merger Agreement and the DGCL this Agreement, or (y) counterclaims or defenses in any proceeding Action or claim brought or claims asserted against it by Topco, Parent, Merger Sub, SLR, the Company or any of their respective Subsidiaries or Affiliates and each of their respective successors and assigns relating to this Agreement, the Merger Agreement or any of the Merger Agreementother Transaction Documents, or from enforcing its rights under this Agreement.

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) waives and agrees not to demand, assert or exercise any rights of appraisal or rights to dissent from the Merger that such Stockholder may have under Section 262 of the DGCL or otherwise and (ii) agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, of any class in any class action with respect to, any action or claim, derivative or otherwise, against ParentPurchaser, Merger Sub, the Company or any of their respective Subsidiaries successors or Affiliates and each of their successors and assigns directors, officers or agents relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (Ax) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement (including any claim seeking to enjoin or delay the closing of the Merger) or (By) alleging a breach of any fiduciary duty of the Board of Directors of the Company Board or any officer of the Company, or any claim alleging aiding and abetting breach of fiduciary duty on the part of any other person in connection with the evaluation, negotiation, entry into or performance of the Merger Agreement or the transactions contemplated thereby; provided that nothing in this Section 4(cclause (ii) shall restrict limit or prohibit (I) any Stockholder from asserting (x) its right to receive the Merger Consideration in accordance with the Merger Agreement and the DGCL or (y) counterclaims or defenses in any proceeding brought way in connection with (A) any Action or claims asserted against it by Parent, Merger Sub, the Company dispute (other than class actions) arising out of or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to this Agreement or Agreement, the Merger Agreement, the Rollover Commitment Letter or from enforcing its any other instrument entered into by a Stockholder in connection herewith or therewith, or any action filed or initiated against a Stockholder which includes claims or allegations of fraud or intentional misconduct by a Stockholder, or (B) the defense of any Action contemplated by this clause (ii) or (II) any rights under this Agreementof any Stockholder for indemnification, contribution or other reimbursement.

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by such Stockholder or rights to dissent (or other such similar rights) from the Merger that Stockholder which may have arise with respect to the Merger and (ii) agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, of any class in any class action with respect to, any action or claim, derivative shareholder action or otherwiseother Legal Proceeding, against Parent, Merger Acquisition Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any claim Legal Proceeding (Ax) challenging the validity of, or seeking to enjoin or delay the operation or consummation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the closing consummation of the MergerOffer or the Closing) or (By) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby; provided that nothing in this Section 4(c) shall restrict or prohibit . Each Stockholder from asserting (x) its right agrees to receive provide prompt written notice to Parent upon obtaining knowledge of the Merger Consideration in accordance with the Merger Agreement and the DGCL or (y) counterclaims or defenses in any proceeding brought or claims asserted against it by Parentcommencement, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to this Agreement or the Merger Agreementthreat of commencement, or from enforcing its rights under this Agreementof any such claims set forth in the foregoing clause (ii).

Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder hereby (i) irrevocably waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (ii) agrees not to commence or participate join in, assist or knowingly encourage, and to take all actions necessary to opt out of, of any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger Sub, the Company Company, the Company’s directors or any of their respective Subsidiaries or Affiliates and successors, in each of their successors and assigns case, relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement (including any claim seeking to enjoin or delay the closing of the Merger) or Merger Agreement, (B) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the Merger Agreement or any of the transactions contemplated thereby; provided that nothing , (C) with respect to SEC disclosure (or other disclosure to the holders of Company Shares) in this Section 4(c) shall restrict or prohibit Stockholder from asserting (x) its right to receive the Merger Consideration in accordance connection with the Merger Agreement and the DGCL or (y) counterclaims or defenses in any proceeding brought or claims asserted against it by Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to this Agreement or the Merger AgreementAgreement or the transactions contemplated hereby or thereby or (D) against Parent, Merger Sub or from enforcing its rights under their respective Representatives in connection with this AgreementAgreement or the Merger Agreement or the transactions contemplated hereby or thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (ii) agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, of any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger Acquisition Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement (including any claim seeking to enjoin or delay the closing of the Merger) or (B) alleging a breach of any fiduciary duty of the Board of Directors of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby; provided that nothing in this Section 4(c) shall restrict or prohibit Stockholder from asserting (x) its right to receive the Merger Consideration in accordance with the Merger Agreement and the DGCL or (y) counterclaims or defenses in any proceeding brought or claims asserted against it by Parent, Merger Acquisition Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to this Agreement or the Merger Agreement, or from enforcing its rights under this Agreement.

Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger Mergers that Stockholder may have and (ii) agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger SubAcquisition Subs, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the MergerMergers, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement (including any claim seeking to enjoin or delay the closing of the Merger) Mergers or (B) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby; provided that nothing in this Section 4(c) shall restrict or prohibit Stockholder from asserting (x) its right to receive the Merger Consideration in accordance with the Merger Agreement and the DGCL or (y) counterclaims or defenses in any proceeding brought or claims asserted against it by Parent, Merger SubAcquisition Subs, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to this Agreement or the Merger Agreement, or from enforcing its rights under this Agreement.

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that such Stockholder may have and (ii) agrees (A) not to commence any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or (B) not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and successors, in each case of their successors and assigns relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim clause (A) and (B), (w) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, (including any claim seeking to enjoin or delay the closing of the Merger) or (Bx) alleging a breach of any fiduciary duty of the Board of Directors of the Company Board in connection with the Merger Agreement or the transactions Transactions contemplated thereby; provided that nothing , (y) making any claim with respect to SEC disclosure (or other disclosure to the Company’s stockholders) in connection with the negotiation, execution or delivery of this Section 4(c) shall restrict Agreement or prohibit Stockholder from asserting (x) its right to receive the Merger Consideration in accordance with the Merger Agreement and or the DGCL approval or consummation of the Merger, or (yz) counterclaims making any aiding and abetting or defenses in any proceeding brought similar claim against Parent or claims asserted against it by Parent, Merger Sub, the Company or any of their respective Subsidiaries Affiliates or Affiliates and each of their successors and assigns relating to this Agreement or Representatives, in connection with the Merger Agreement, or from enforcing its rights under this Agreementforegoing.

Waiver of Appraisal and Dissenters’ Rights and Actions. Stockholder Stockholder, on behalf of itself and any other beneficial owner of Subject Shares, hereby (ia) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have and (iib) agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of, any class in any class action with respect to, any action or claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to the negotiation, execution or delivery of this Agreement or the Merger Transaction Agreement or the consummation of the Merger, including any claim (Ai) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement (including any claim seeking to enjoin or delay the closing of the Merger) or (Bii) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Transaction Agreement or the transactions contemplated thereby; provided that nothing in this Section 4(c) shall restrict or prohibit Stockholder from asserting (xA) its right to receive the Merger Consideration in accordance with the Merger Transaction Agreement and the DGCL or (yB) counterclaims or defenses in any proceeding brought or claims asserted against it by Parent, Merger Sub, the Company or any of their respective Subsidiaries or Affiliates and each of their successors and assigns relating to this Agreement or the Merger Transaction Agreement, or from enforcing its rights under this Agreement. Stockholder has received and reviewed a copy of the Transaction Agreement. Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Transaction Agreement in reliance upon Stockholder’s execution, delivery and performance of this Agreement and the representations, warranties, covenants and other agreements of Stockholder contained herein.