Common use of Waiver of Certain Actions Clause in Contracts

Waiver of Certain Actions. Company Stockholder hereby 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 (a) challenging the validity of, or seeking to enjoin or delay the operation of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) alleging a breach of any duty of the Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated hereby.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (IntraLinks Holdings, Inc.), Agreement and Plan of Merger (Synchronoss Technologies Inc), Tender and Support Agreement (IntraLinks Holdings, Inc.)

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Waiver of Certain Actions. Company The Stockholder hereby 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 Parent or any of their respective Affiliates or successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the ClosingMergers) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) the Parent Board in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated hereby.

Appears in 6 contracts

Samples: Company Voting Agreement (KushCo Holdings, Inc.), Company Voting Agreement (KushCo Holdings, Inc.), Company Voting Agreement (KushCo Holdings, Inc.)

Waiver of Certain Actions. The Company Stockholder hereby 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 Subsidiaries or successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) except in the case of gross negligence or willful misconduct, alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) Parent Board in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 4 contracts

Samples: Voting and Support Agreement (Midstates Petroleum Company, Inc.), Voting and Support Agreement (Midstates Petroleum Company, Inc.), Voting and Support Agreement (Midstates Petroleum Company, Inc.)

Waiver of Certain Actions. Company Stockholder hereby 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 Purchaser or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer Expiration Date or the Closing) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 4 contracts

Samples: Tender and Support Agreement (Collegium Pharmaceutical, Inc), Tender and Support Agreement (Pacira BioSciences, Inc.), Agreement and Plan of Merger (Biodelivery Sciences International Inc)

Waiver of Certain Actions. Company Each Stockholder hereby 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 Purchaser or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Merger Closing) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 3 contracts

Samples: Tender and Support Agreement (Raging Capital Management, LLC), Tender and Support Agreement (Microsemi Corp), Tender and Support Agreement (Vitesse Semiconductor Corp)

Waiver of Certain Actions. Company The Stockholder hereby 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 Parent or any of their respective Affiliates or successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) Mergers), or (b) alleging a breach of any duty of the Company Board, the Parent Board (or aiding or abetting any such breach) the Parent Special Committee in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated hereby.

Appears in 3 contracts

Samples: Parent Voting Agreement (KushCo Holdings, Inc.), Parent Voting Agreement (KushCo Holdings, Inc.), Parent Voting Agreement (Greenlane Holdings, Inc.)

Waiver of Certain Actions. Company Stockholder hereby 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 Purchaser or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer Expiration Date or the Closing) or (b) alleging a breach of any duty of the Board (or aiding or abetting any such breach) of Directors of the Company in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Horizon Therapeutics Public LTD Co), Tender and Support Agreement (Viela Bio, Inc.)

Waiver of Certain Actions. Each Company Stockholder hereby 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 Subsidiaries or successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) Parent Board in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Voting and Support Agreement (EQT Corp), Voting and Support Agreement (Rice Energy Inc.)

Waiver of Certain Actions. Company Each Stockholder hereby 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 Subthe Company, the Company Merger Subs or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the ClosingMergers) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) of Directors in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Voting and Support Agreement (Baker Bros. Advisors Lp), Voting and Support Agreement (Alexion Pharmaceuticals Inc)

Waiver of Certain Actions. Each Company Stockholder hereby 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 Subsidiaries or successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Transaction Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) alleging a breach of any duty of the Board (board of directors of the Company or aiding or abetting any such breach) the board of managers of Parent in connection with the Merger Transaction Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Voting Agreement (SAILFISH ENERGY HOLDINGS Corp), Voting Agreement (Stone Energy Corp)

Waiver of Certain Actions. Company Each Stockholder hereby 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 the Company, Parent, Merger Sub, the Company Sub or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer Closing or the Closing) or (b) alleging a breach of any duty of the Board (or aiding or abetting any such breach) of Directors of the Company in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Actavis PLC), Tender and Support Agreement (Durata Therapeutics, Inc.)

Waiver of Certain Actions. Company Each Stockholder hereby 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 Sub or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Form of Voting Agreement (Acelrx Pharmaceuticals Inc), Form of Voting Agreement (Tetraphase Pharmaceuticals Inc)

Waiver of Certain Actions. Company The Stockholder hereby 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 Purchaser or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Form of Exchange Agreement (La Jolla Pharmaceutical Co), Form of Exchange Agreement (Tetraphase Pharmaceuticals Inc)

Waiver of Certain Actions. Company Each Stockholder hereby 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 Purchaser or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Form of Support Agreement (Tetraphase Pharmaceuticals Inc), Form of Support Agreement (Tetraphase Pharmaceuticals Inc)

Waiver of Certain Actions. Company The Parent Stockholder hereby 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 Parent or any of their respective Subsidiaries or successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) except in the case of gross negligence or willful misconduct, alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) Parent Board in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Voting and Support Agreement (Amplify Energy Corp), Voting and Support Agreement (Amplify Energy Corp)

Waiver of Certain Actions. Company The Stockholder hereby 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 (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the ClosingMerger) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) of Directors in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Voting Agreement (Endologix Inc /De/), Voting Agreement (TriVascular Technologies, Inc.)

Waiver of Certain Actions. Company Each Stockholder hereby agrees agrees, as to himself or itself, 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 the Company, Parent, Merger Sub, the Company Sub or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer Closing or the Merger Closing) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Nimble Storage Inc), Tender and Support Agreement (Hewlett Packard Enterprise Co)

Waiver of Certain Actions. Company Each Stockholder hereby 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 the Company, Parent, Merger Sub, the Company Sub or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer Closing or the Closing) or (b) alleging a any breach of any fiduciary duty of the Board (or aiding or abetting any such breach) person in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Tender and Support Agreement (Castle Brands Inc), Tender and Support Agreement

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Waiver of Certain Actions. Company The Stockholder hereby 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 Sub or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 2 contracts

Samples: Exchange Agreement (Acelrx Pharmaceuticals Inc), Form of Exchange Agreement (Tetraphase Pharmaceuticals Inc)

Waiver of Certain Actions. Company Each Stockholder hereby 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 (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Merger Closing) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (Sapient Corp)

Waiver of Certain Actions. The Company Stockholder hereby 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 its Subsidiaries or successors (ai) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (bii) alleging a breach of any duty of the Buyer Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Support Agreement (Singer Karen)

Waiver of Certain Actions. Company Each Stockholder hereby 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 Sub or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer Closing or the Closing) or (b) alleging a breach of any duty of the Board (or aiding or abetting any such breach) of Directors of the Company in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (Mallinckrodt PLC)

Waiver of Certain Actions. Company The Stockholder hereby 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 Subthe Company, the Company Merger Subs or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the ClosingMergers) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) of Directors in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Voting and Support Agreement (Alexion Pharmaceuticals Inc)

Waiver of Certain Actions. Company Stockholder hereby 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 Purchaser or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer Expiration Date or the Closing) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby. SECTION 9.

Appears in 1 contract

Samples: Tender and Support Agreement (Biodelivery Sciences International Inc)

Waiver of Certain Actions. Company Each Stockholder hereby 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 Sub or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer Closing or the Closing) or (b) alleging a breach of any duty of the Company Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (Zeneca, Inc.)

Waiver of Certain Actions. Company Each Stockholder hereby 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 SubPurchaser, the Company Seller or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) alleging a breach of any duty of the Seller Board (or aiding or abetting any such breach) in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (MF Merger Sub Corp.)

Waiver of Certain Actions. Company Each Stockholder hereby 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 Purchaser or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer Acceptance Time or the Closing) or (b) alleging a breach of any duty of the Board (or aiding or abetting any such breach) board of directors of the Company in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (Mallinckrodt PLC)

Waiver of Certain Actions. Company Each Stockholder hereby 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 Purchaser or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer Acceptance Time or the Closing) or (b) alleging a breach of any duty of the Board (or aiding or abetting any such breach) of Directors of the Company in connection with the Merger Agreement, the Transactions, this Agreement or the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Tender and Support Agreement (Senomyx Inc)

Waiver of Certain Actions. Company Each EnCap Stockholder hereby 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 Subthe Company, the Company or any of their respective Subsidiaries or successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement Agreement, the EnCap Written Consent or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (b) alleging a breach of any duty of the Board (board of directors of the Company or aiding or abetting any such breach) of Parent in connection with the Merger Agreement, the Transactionsthis Agreement, this Agreement or the transactions contemplated thereby or hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Eclipse Resources Corp)

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