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

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Shareholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that such Shareholder may have and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, 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 Merger, including any claim (x) challenging the validity of, seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the transactions contemplated thereby.

Appears in 4 contracts

Samples: Voting Agreement (Westbury Bermuda LTD), Voting Agreement (IESI-BFC LTD), Voting Agreement (IESI-BFC LTD)

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Waiver of Appraisal and Dissenters’ Rights and Actions. Each Shareholder hereby (i) waives and agrees not to assert or exercise any rights of appraisal or rights to dissent from the Merger that such Shareholder may have and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against ParentHuya, Tencent, Merger Sub, the Company DouYu 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 Merger, including any claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company DouYu in connection with the Merger Agreement or the transactions contemplated thereby.

Appears in 4 contracts

Samples: Voting Agreement (Tencent Holdings LTD), Voting Agreement (Tencent Holdings LTD), Voting Agreement (HUYA Inc.)

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Shareholder Stockholder hereby (ia) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger Mergers that such Shareholder Stockholder may have and (iib) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubSubsidiary, Merger Subsidiary Two, 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 MergerMergers, including any claim (xi) challenging the validity of, of or seeking to enjoin the operation of, of any provision of this Agreement or (yii) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the transactions contemplated thereby.

Appears in 3 contracts

Samples: Support Agreement (Thoratec Corp), Support Agreement (HeartWare International, Inc.), Support Agreement (Thoratec Corp)

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Shareholder Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that such Shareholder Stockholder may have and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, 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 Merger, including any claim (x) challenging the validity of, seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the transactions contemplated thereby.

Appears in 3 contracts

Samples: Voting Agreement, Voting Agreement (Oracle Corp), Voting Agreement (Oracle Corp)

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Shareholder Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that such Shareholder Stockholder may have and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, 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 Merger, including any claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the transactions contemplated thereby.

Appears in 2 contracts

Samples: Voting Agreement (Electro Rent Corp), Voting Agreement (Electro Rent Corp)

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Shareholder hereby (ia) waives and agrees not to exercise any rights of appraisal or rights to dissent from the transaction contemplated by the Merger Agreement that such Shareholder it may have and (iib) agrees not to commence or participate join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Parent, Merger Sub, the Company Sub or any Third Party or any of their respective officers, directors, general partners, managers, affiliates or successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection any person with respect to the Merger Agreement or the transactions contemplated therebyAgreement for Superior Proposal.

Appears in 2 contracts

Samples: Shareholder and Investor Rights Agreement (Lime Energy Co.), Shareholder and Investor Rights Agreement (Lime Energy Co.)

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Shareholder Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that such Shareholder Stockholder may have and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, 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 Merger, including any claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the transactions contemplated thereby.

Appears in 2 contracts

Samples: Voting Agreement (SAVVIS, Inc.), Voting Agreement (Centurylink, Inc)

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Waiver of Appraisal and Dissenters’ Rights and Actions. Each Shareholder 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 Subject Shares or rights to dissent from the Merger that such Shareholder which may have arise with respect to the Merger and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwiseother Proceeding, against Parent, Merger SubPurchaser, the Company or any of their respective successors 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 Proceeding (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the transactions contemplated therebyTransactions.

Appears in 2 contracts

Samples: Tender and Support Agreement (Chicago Merger Sub, Inc.), Tender and Support Agreement (Altai Capital Management, L.P.)

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Shareholder Stockholder hereby (i) waives and agrees not to exercise any applicable rights of appraisal or rights to dissent from the Merger that such Shareholder Stockholder may have and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parentthe Company, Merger Sub, the Company Live Nation 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 MergerAgreement, including any claim (x) challenging the validity of, of or seeking to enjoin the operation of, any provision of this Agreement, other than claims or actions arising out of any breach of this Agreement or the Stockholder Agreement by the Company or Live Nation, or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the negotiation, execution and delivery of the Merger Agreement or the transactions contemplated therebyAgreement.

Appears in 1 contract

Samples: Voting Agreement (Live Nation, Inc.)

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Shareholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that such Shareholder may have (if any) and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger SubSubsidiary, the Company, the Company Stockholder 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 Merger, including any claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company Parent in connection with the Merger Agreement or the transactions contemplated thereby.

Appears in 1 contract

Samples: Voting and Support Agreement (Lakes Entertainment Inc)

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