Waiver of Certain Actions. 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, any of their respective affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors in connection with the Business Combination Agreement, this Agreement or the transactions contemplated thereby or hereby.
Appears in 13 contracts
Samples: Tender and Support Agreement (Cadeler a/S), Tender and Support Agreement (Cadeler a/S), Tender and Support Agreement (Cadeler a/S)
Waiver of Certain Actions. 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, any of their respective affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors in connection with the Business Combination Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.
Appears in 7 contracts
Samples: Merger Agreement (Tesla, Inc.), Merger Agreement (Salesforce Com Inc), Tender and Support Agreement (Tesla, Inc.)
Waiver of Certain Actions. 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, any of their respective affiliates or successors OpCo and the Other Guarantor Subsidiaries or any of their respective Affiliates, successors, directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Investment Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the MergerPurchase) or (b) alleging a breach of any duty of the Company Board of Directors in connection with the Business Combination Investment Agreement, this Agreement or the transactions contemplated thereby or hereby.
Appears in 3 contracts
Samples: Voting Agreement (Handler Brent L), Voting Agreement (Kallery David S), Voting Agreement (Institutional Venture Partners XIII, L.P.)
Waiver of Certain Actions. 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, any of their respective affiliates or successors Hermes Sub I, Hermes Sub II or any of their respective Affiliates, successors, directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Merger Agreement (including any claim seeking to enjoin or delay the consummation closing of either of the Offer or the closing of the MergerMergers) or (b) alleging a breach of any duty of the Company Company’s Board of Directors or the Board of Directors of Hermes Sub I in connection with the Business Combination Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.
Appears in 2 contracts
Samples: Voting Agreement (Urstadt Biddle Properties Inc), Voting Agreement (Regency Centers Lp)
Waiver of Certain Actions. Each Stockholder Shareholder 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 ParentMerger Partner, Merger SubRemainco, the CompanySpinco, any of their respective affiliates Affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement, the Merger Agreement or the Business Combination Agreement any other Transaction Documents (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors of Remainco in connection with the Business Combination Merger Agreement, any other Transaction Documents, this Agreement or the transactions contemplated thereby or hereby. 9.9.
Appears in 2 contracts
Samples: Voting and Support Agreement (International Game Technology PLC), Voting and Support Agreement (Everi Holdings Inc.)
Waiver of Certain Actions. 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, any of their respective affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors in connection with the Business Combination Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.
Appears in 2 contracts
Samples: Tender and Support Agreement (Reis, Inc.), Tender and Support Agreement (Reis, Inc.)
Waiver of Certain Actions. Each 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, any of their respective affiliates Affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors in connection with the Business Combination Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.
Appears in 1 contract
Waiver of Certain Actions. Each 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 SubPurchaser, the Company, any of their respective affiliates Affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors (or any committee thereof) in connection with the Business Combination Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.
Appears in 1 contract
Samples: Tender and Support Agreement (Thorne Healthtech, Inc.)