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 The Stockholder hereby (i) irrevocably waives and agrees not to exercise any rights (including under Section 262 of the DGCL) to demand appraisal of any shares of Company C-1 Preferred Stock Beneficially Owned by the Stockholder 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 Proceeding, against Parent, BuyerMerger Sub, the Company, the Company’s directors Company or any of their respective successors, in each case successors or assigns 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 Proceeding (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Purchase Agreement, Merger Agreement or (y) alleging a breach of any fiduciary duty of the Boards Company Board in connection with this Agreement or the Purchase Merger Agreement or the transactions contemplated thereby hereby 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 Such 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 Mergers that Shareholder such 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.

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.