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

Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Offer or the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights that Shareholder may have and (ii) agrees not to commence or join 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, Buyer, the Company, the Company’s directors or any of their respective successors, in each case relating to the negotiation, execution or delivery of this Agreement or the Purchase Agreement or the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement, including any claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Agreement, (y) alleging a breach of any fiduciary duty of the Boards in connection with the Purchase Agreement or the transactions contemplated thereby or (z) making any claim with respect to SEC disclosure (or other disclosure to the Company’s Shareholders) in connection with the Purchase Agreement or the transactions contemplated thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the DGCL) to demand appraisal of any Subject Shares or rights to dissent from the Offer or Merger which may arise with respect to the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights that Shareholder may have Merger and (ii) agrees not to commence or join 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 Legal Proceeding, against Parent, BuyerMerger Sub, the Company, the Company’s directors Company or any of their respective successors, in each case successors relating to the negotiation, execution or delivery of this Agreement or the Purchase Merger Agreement or the making or consummation of the Offer, Offer or consummation of the Reorganization or any other transaction contemplated by the Purchase AgreementMerger, including any claim Legal Proceeding (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Agreement, (y) alleging a breach of any fiduciary duty of the Boards Board in connection with the Purchase Merger Agreement or the transactions contemplated thereby or (z) making any claim with respect to SEC disclosure (or other disclosure to the Company’s ShareholdersCompany stockholders) in connection with this Agreement or the Purchase Merger Agreement or the transactions contemplated hereby or thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder Stockholder hereby (i) irrevocably waives and agrees not to exercise any rights of appraisal or rights to dissent from the Offer or the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights Merger that Shareholder Stockholder may have and (ii) agrees not to commence or join 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, BuyerMerger Sub, the Company, the Company’s directors or any of their respective successors, in each case case, relating to the negotiation, execution or delivery of this Agreement or the Purchase Merger Agreement or the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase AgreementMerger, including any claim (xA) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Merger Agreement, (yB) alleging a breach of any fiduciary duty of the Boards board of directors of the Company in connection with the Purchase Merger Agreement or any of the transactions contemplated thereby or thereby, (zC) making any claim with respect to SEC disclosure (or other disclosure to the Company’s Shareholdersholders of Company Shares) in connection with this Agreement or the Purchase Merger Agreement or the transactions contemplated hereby or thereby or (D) against Parent, Merger Sub or their respective Representatives in connection with this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder hereby (ia) waives and agrees not to exercise any rights (including under Section 106(6) of the Bermuda Companies Act) to demand appraisal of any Covered Shares and any other Shares that Shareholder beneficially owns, or rights to dissent from to the Offer or Merger which may arise with respect to the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights that Shareholder may have Merger under applicable Law and (iib) agrees not to commence or join in, and to take all actions necessary to opt out of any class participate in any class action with respect to, any claim, derivative or otherwise, against Parent, BuyerMerger Sub, the Company, the Company’s directors Company or any of their respective successors, in each case affiliates relating to the negotiation, execution or delivery of this Agreement, the Merger Agreement or the Purchase Statutory Merger Agreement or the consummation of the Offer, Merger and the Reorganization other transactions contemplated hereby or any other transaction contemplated by the Purchase Agreementthereby, including any such claim (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Agreement, (y) alleging a breach of any fiduciary duty of the Boards Company Board of Directors in connection with the Purchase Merger Agreement, the Statutory Merger Agreement or the transactions contemplated thereby Transactions; provided, in each case, that none of Parent, Merger Sub or (z) making any claim with respect of their respective affiliates or Representatives, has made any fraudulent representations to SEC disclosure (or other disclosure to the Company’s Shareholders) Shareholder in connection with the Purchase negotiation, execution and performance of the Merger Agreement, the Statutory Merger Agreement or and other related agreements and the transactions contemplated therebyTransactions.

Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Offer or the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights Merger that Shareholder Stockholder may have and (ii) agrees not to commence or join in, and to take all actions necessary to opt out of of, any class in any class action with respect to, any claim, derivative or otherwise, against Parent, BuyerPurchaser, the Company, the Company’s directors or any of their respective successors, in each case case, relating to the negotiation, execution or delivery of this Agreement or the Purchase Merger Agreement or the consummation of the Offer, Offer or the Reorganization or any other transaction contemplated by the Purchase AgreementMerger, including any claim (xw) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Agreement, Merger Agreement (yx) alleging a breach of any fiduciary duty of the Boards board of directors of the Company in connection with the Purchase Merger Agreement or any of the transactions contemplated thereby or thereby, (zy) making any claim with respect to SEC disclosure (or other disclosure to the Company’s Shareholdersholders of Shares) in connection with the Purchase Merger Agreement or the transactions contemplated thereby, or (z) making any claim against Parent, Purchaser or their respective Representatives in connection with this Agreement or the Merger Agreement or the transactions contemplated thereby (other than such a claim to enforce the Merger Agreement).

Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder Stockholder hereby (i) irrevocably waives and agrees not to exercise any and all rights of appraisal or rights to dissent from the Offer or the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights Merger that Shareholder Stockholder may have and (ii) agrees not to commence or join in, and to take all actions necessary to opt out of of, any class in any class action with respect to, to any claim, derivative or otherwise, against Parent, BuyerMerger Sub, the Company, the Company’s directors or any of their respective Affiliates or successors, in each case case, relating to the negotiation, execution or delivery of this Agreement or the Purchase Merger Agreement or the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase AgreementMerger, including any claim (xA) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Merger Agreement, (yB) alleging a breach of any fiduciary duty of the Boards Company Board in connection with the Purchase Merger Agreement or any of the transactions contemplated thereby or Transactions, (zC) making any claim with respect to SEC disclosure (or other disclosure to the Company’s Shareholdersholders of Company Shares) in connection with this Agreement or the Purchase Merger Agreement or the transactions contemplated hereby or thereby or (D) against Parent, Merger Sub or their respective Representatives in connection with this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder Stockholder hereby (i) irrevocably waives and agrees not to exercise any rights of appraisal or rights to dissent from the Offer or the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights Merger that Shareholder Stockholder may have and (ii) agrees not to commence or join 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, BuyerMerger Sub, the Company, the Company’s directors or any of their respective successors, in each case case, relating to the negotiation, execution or delivery of this Agreement or the Purchase Merger Agreement or the consummation of the Offer, Offer or the Reorganization or any other transaction contemplated by the Purchase AgreementMerger, including any claim (xA) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Agreement, Merger Agreement (yB) alleging a breach of any fiduciary duty of the Boards board of directors of the Company in connection with the Purchase Merger Agreement or any of the transactions contemplated thereby or thereby, (zC) making any claim with respect to SEC disclosure (or other disclosure to the Company’s Shareholdersholders of Shares) in connection with this Agreement or the Purchase Merger Agreement or the transactions contemplated hereby or thereby, or (D) against Parent, Merger Sub or their respective Representatives in connection with this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder Each Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Offer or the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights Merger that Shareholder 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 join participate in, and to take all actions necessary to opt out of of, any class in any class action with respect to, any claim, derivative or otherwise, against Parent, BuyerMerger Sub, the Company, the Company’s directors Company or any of their respective successors, in each case relating to the negotiationof clause (A) and (B), execution or delivery of this Agreement or the Purchase Agreement or the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement, including any claim (xw) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Merger Agreement, (yx) alleging a breach of any fiduciary duty of the Boards Board of Directors of the Company in connection with the Purchase Merger Agreement or the transactions Transactions contemplated thereby or thereby, (zy) making any claim with respect to SEC disclosure (or other disclosure to the Company’s Shareholdersstockholders) in connection with the Purchase negotiation, execution or delivery of this Agreement or the transactions contemplated therebyMerger Agreement or the approval or consummation of the Merger, or (z) making any aiding and abetting or similar claim against Parent or Merger Sub, or any of their respective Affiliates or Representatives, in connection with the foregoing.

Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Offer or the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights Merger that Shareholder 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 join participate in, and to take all actions necessary to opt out of of, any class in any class action with respect to, any claim, derivative or otherwise, against Parent, BuyerMerger Sub, the Company, the Company’s directors Company or any of their respective successors, in each case relating to the negotiationof clause (A) and (B), execution or delivery of this Agreement or the Purchase Agreement or the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement, including any claim (xw) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Merger Agreement, (yx) alleging a breach of any fiduciary duty of the Boards Board of Directors of the Company in connection with the Purchase Merger Agreement or the transactions Transactions contemplated thereby or thereby, (zy) making any claim with respect to SEC disclosure (or other disclosure to the Company’s Shareholdersstockholders) in connection with the Purchase negotiation, execution or delivery of this Agreement or the transactions contemplated therebyMerger Agreement or the approval or consummation of the Merger, or (z) making any aiding and abetting or similar claim against Parent or Merger Sub, or any of their respective Affiliates or Representatives, in connection with the foregoing.

Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Offer or the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights Merger that Shareholder Stockholder may have and (ii) agrees not to commence or join 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, BuyerPurchaser, the Company, the Company’s directors or any of their respective successors, in each case case, relating to the negotiation, execution or delivery of this Agreement or the Purchase Merger Agreement or the consummation of the Offer, Offer or the Reorganization or any other transaction contemplated by the Purchase AgreementMerger, including any claim (xw) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Agreement, Merger Agreement (yx) alleging a breach of any fiduciary duty of the Boards board of directors of the Company in connection with the Purchase Merger Agreement or any of the transactions contemplated thereby or thereby, (zy) making any claim with respect to SEC disclosure (or other disclosure to the Company’s Shareholdersholders of Shares) in connection with the Purchase Merger Agreement or the transactions contemplated thereby, or (z) making any claim against Parent, Purchaser or their respective Representatives in connection with this Agreement or the Merger Agreement or the transactions contemplated thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Shareholder The Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or appraisal, rights to dissent from or rights of an objecting stockholder with respect to the Offer or Mergers that the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights that Shareholder Stockholder may have (it being expressly acknowledged that no dissenters’ or appraisal rights shall be available with respect to the Mergers) and (ii) agrees not to commence or join participate in, assist or knowingly encourage, and to take all actions necessary to opt out of any class in in, any class action with respect to, to any action or claim, derivative or otherwise, against Parent, Buyer, the Company, the Company’s directors Partnership or any other Company Subsidiaries or affiliates and each of their successors and assigns and their respective successors, in each case directors and officers relating to the negotiation, execution or delivery of this Agreement or the Purchase Merger Agreement or the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase AgreementMergers, including any such claim (xA) 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 Purchase Agreement, closing of the Mergers) or (yB) alleging a breach of any fiduciary duty of the Boards Company Board or the general partner of the Partnership in connection with the Purchase Agreement or the transactions contemplated thereby or (z) making any claim with respect to SEC disclosure (or other disclosure to the Company’s Shareholders) in connection with the Purchase Merger Agreement or the transactions contemplated thereby.