Common use of Waiver of Appraisal Rights; Litigation Clause in Contracts

Waiver of Appraisal Rights; Litigation. To the fullest extent permitted by law, the Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder may have by virtue of the ownership of any Shares. The Holder further agrees not to commence, 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 NAM Parent, NAM, Holdco or the Company or any of their respective Affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4.

Waiver of Appraisal Rights; Litigation. To the fullest extent permitted by law, the Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder may have by virtue of the ownership of any Shares. The Holder further agrees not to commence, 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 NAM Parent, NAM, Holdco or the Company or any of their respective Affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.48.5.

Waiver of Appraisal Rights; Litigation. To the fullest extent permitted by law, the each Holder hereby irrevocably and unconditionally waives, and agrees not to exerciseexercise or assert, any rights of appraisal (including under Section 262 of the DGCL) relating to the Mergers (on the terms set forth in the Merger Agreement) that the such Holder may have by virtue of the ownership of any Sharesof its Subject Shares or otherwise. The Each Holder further agrees not to commence, 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 NAM Parent, NAM, Holdco Merger Sub or the Company or any of their respective Affiliates or Representatives and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the Company Board in connection with the negotiation negotiation, execution and entry into delivery of this Agreement, Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4.

Waiver of Appraisal Rights; Litigation. To Unless (a) this Agreement is terminated in accordance with its terms or pursuant to Section 6.5, or (b) the Merger Agreement is amended in a manner that constitutes a Restricted Amendment, in each case without the consent of the Holder, to the fullest extent permitted by lawLaw, the Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder may have by virtue of the ownership of any SharesCovered Securities. The Holder further agrees not to commence, 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 NAM Parent, NAMMerger Sub Inc., Holdco Merger Sub LLC or the Company or any of their respective Affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or ), (b) alleging a breach of any fiduciary duty of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated thereby, or (c) alleging any failure on the part of the Company or Parent to provide information or alleging a material misstatement or omission in the information provided to such Holder in connection with the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4.

Waiver of Appraisal Rights; Litigation. To Unless (a) this Agreement is terminated in accordance with its terms or pursuant to Section 6.5 or (b) the Merger Agreement is amended in a manner that reduces the amount or changes the form of the Merger Consideration payable or imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration or extends the Outside Date, in each case without the consent of the Holder, to the fullest extent permitted by lawLaw, the Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder may have by virtue of the ownership of any SharesCovered Securities. The Holder further agrees not to commence, 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 NAM Parent, NAMMerger Sub Inc., Holdco Merger Sub LLC, Opco Merger Sub LLC, Opco LLC, or the Company or any of their respective Affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4.

Waiver of Appraisal Rights; Litigation. To the fullest full extent permitted by lawLaw, the each Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) Delaware General Corporation Law), any dissenters’ rights and any similar rights relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder may directly or indirectly have by virtue of the ownership of any Shares. The Each Holder further agrees not to commence, join in, facilitate, assist or encourage, 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 NAM Parent, NAMPurchaser, Holdco Merger Sub, or the Company or any of their respective Affiliates affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Business Combination Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Business Combination Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” ; provided that the foregoing shall mean not apply to any claim based on fraud or any breach committed prior to the Merger Agreement as termination of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4Business Combination Agreement.

Waiver of Appraisal Rights; Litigation. To the fullest full extent permitted by law, the Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) ), any dissenters’ rights and any similar rights relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder may directly or indirectly have by virtue of the ownership of any Shares. The Holder further agrees not to commence, join in, facilitate, assist or encourage, 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 NAM Parent, NAMMerger Sub, Holdco or the Company or any of their respective Affiliates affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4.

Waiver of Appraisal Rights; Litigation. To the fullest extent permitted by law, the Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder may have by virtue of the ownership of any Shares. The Holder further agrees not to commence, 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 NAM Parent, NAMMerger Sub, Holdco or the Company or any of their respective Affiliates affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4.

Waiver of Appraisal Rights; Litigation. To the fullest full extent permitted by lawXxx, the Holder Sponsor hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) appraisal, any dissenters’ rights and any similar rights relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder Sponsor may directly or indirectly have by virtue of the ownership of any Shares. The Holder Sponsor further agrees not to commence, join in, facilitate, assist or encourage, 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 NAM Parent, NAMthe Purchaser, Holdco Merger Sub, or the Company or any of their respective Affiliates affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Business Combination Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Business Combination Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” ; provided that the foregoing shall mean not apply to any claim based on fraud or any breach committed prior to the Merger Agreement as termination of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4Business Combination Agreement.

Waiver of Appraisal Rights; Litigation. To Unless (a) this Agreement is terminated in accordance with its terms, or (b) the Merger Agreement is amended in a manner that reduces the amount or changes the form of the Merger Consideration payable or imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration or extends the Outside Date, in each case without the consent of the Holder, to the fullest extent permitted by lawLaw, the Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder may have by virtue of the ownership of any Shares. The Holder further agrees not to commence, 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 NAM Parent, NAM, Holdco Merger Sub or the Company or any of their respective Affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (ai) 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) or (bii) alleging a breach of any fiduciary duty of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4.

Waiver of Appraisal Rights; Litigation. To the fullest full extent permitted by law, the Holder Holders hereby irrevocably and unconditionally waiveswaive, and agrees agree not to exercise, any rights of appraisal (including under Section 262 of the DGCL) appraisal, any dissenters’ rights and any similar rights relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder Holders may directly or indirectly have by virtue of the ownership of any Shares. The Holder Holders further agrees agree not to commence, join in, facilitate, assist or encourage, 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 NAM ParentPurchaser, NAM, Holdco or the Company or any of their respective Affiliates affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4.

Waiver of Appraisal Rights; Litigation. To the fullest full extent permitted by lawLaw, the each Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) Delaware General Corporation Law), any dissenters’ rights and any similar rights relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder may directly or indirectly have by virtue of the ownership of any Shares. The Each Holder further agrees not to commence, join in, facilitate, assist or encourage, 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 NAM Parent, NAMPurchaser, Holdco Merger Sub, or the Company or any of their respective Affiliates affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes ; provided that the foregoing shall not apply to any claim based on fraud or any breach committed prior to the termination of this Section 4.1, “the Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4.

Waiver of Appraisal Rights; Litigation. To the fullest extent permitted by lawThe Company Stockholder hereby knowingly, the Holder hereby irrevocably and unconditionally waives, and agrees not to exerciseassert, any exercise or perfect, directly or indirectly, and waives all rights of appraisal (including under Section 262 of the DGCL) appraisal, dissenters’ rights and similar rights relating to the Mergers (on Merger and the terms set forth in other transactions contemplated by the Merger Agreement) Business Combination Agreement that the Holder such Company Stockholder or any other Person may have by virtue of, or with respect to, all of the ownership of any SharesCompany Shares held by such Stockholder, whether under the DGCL or other applicable law, contract or otherwise. The Holder Company Stockholder further agrees not to commence, 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 NAM Parent, NAM, Holdco THMA or the Company or any of their respective Affiliates affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Business Combination Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (ai) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Business Combination Agreement (including any claim seeking to enjoin or delay the Closing) or ), (bii) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Business Combination Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes of this Section 4.1, “Merger Agreement” shall mean foregoing or (iii) the Merger Agreement as treatment of the date hereof and any amendments thereto in respect of which Company Shares under the Holder has not terminated this Agreement pursuant to Section 7.4Business Combination Agreement.

Waiver of Appraisal Rights; Litigation. To the fullest extent permitted by law, the Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) ), any dissenters’ rights and any similar rights relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder may directly or indirectly have by virtue of the ownership of any Shares. The Holder further agrees not to commence, join participate in, facilitate, assist or encourage, 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 NAM Parent, NAM, Holdco Acquisition Sub or the Company or any of their respective Affiliates affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes Notwithstanding the foregoing, this Section 4.1 shall not apply to limit in any respect the right or ability of a party hereto to enforce the provisions of this Section 4.1, “Agreement or the Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4.

Waiver of Appraisal Rights; Litigation. To the fullest extent permitted by law, the Holder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal (including under Section 262 of the DGCL) , a copy of which is attached as Exhibit A hereto), any dissenters’ rights and any similar rights relating to the Mergers (on the terms set forth in the Merger Agreement) that the Holder may directly or indirectly have by virtue of the ownership of any Shares. The Holder further agrees not to commence, join participate in, facilitate, assist or encourage, 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 NAM Parent, NAMMerger Sub, Holdco or the Company or any of their respective Affiliates affiliates and each of their successors or directors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement as of the date hereof or the consummation of the transactions contemplated hereby or thereby, including any claim (a) 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) or (b) alleging a breach of any fiduciary duty of the Company Board in connection with the negotiation and entry into this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably waives any claim or rights whatsoever with respect to any of the foregoing. For purposes Notwithstanding the foregoing, this Section 4,1 shall not apply to limit in any respect the right or ability of a party hereto to enforce the provisions of this Section 4.1, “Agreement or the Merger Agreement” shall mean the Merger Agreement as of the date hereof and any amendments thereto in respect of which the Holder has not terminated this Agreement pursuant to Section 7.4.