Common use of Waiver of Certain Actions Clause in Contracts

Waiver of Certain Actions. (a) Each Company Stockholder hereby waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Company Stockholder may have with respect to the Subject Securities. (b) 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, the Company or any of their respective Subsidiaries or successors (i) 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 Closing) or (ii) alleging a breach of any duty of the Company Board or Parent Board in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. (a) Each Company Stockholder hereby waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Company Stockholder may have with respect to the Subject Securities. (b) 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, the Company or any of their respective Subsidiaries or successors (i) 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 Closing) or (ii) alleging a breach of any duty of the Company Board or Parent Board in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. (a) Each Company A. Parent Stockholder hereby waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Company Parent Stockholder may have with respect to the Subject Securities. (b) Each Company B. 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 ParentCompany, the Company Parent or any of their respective Subsidiaries or successors (i) 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 Closing) or (ii) alleging a breach of any duty of the Company Parent Board or Parent Company Board in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. The Advisor hereby agrees that (a) Each Company it shall not (and shall cause each Stockholder hereby waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Company Stockholder may have with respect to the Subject Securities. (bto) Each Company Stockholder hereby agrees not to commence or participate in, and (b) it shall take (and shall cause each Stockholder to take take) all actions necessary to opt out of any class in any class action with respect to, in each of cases (a) and (b), any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective Subsidiaries Affiliates, successors, directors, managers or successors officers (i) 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 Closingclosing of the Merger) or (ii) alleging a breach of any duty of the Company Board or Parent Board of Directors in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. (a) Each A. Company Stockholder hereby waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Company Stockholder may have with respect to the Subject Securities. (b) Each B. 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, the Company or any of their respective Subsidiaries or successors (i) 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 Closing) or (ii) alleging a breach of any duty of the Company Board or Parent Board in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. (a) Each Company Stockholder hereby waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Company Stockholder may have with respect to the Subject Securities. (b) 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 the Company, Parent, the Company Purchaser or any of their respective Subsidiaries successors, directors or successors officers relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any such claim (ia) 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 acceptance of the Offer or the Closing) or (iib) alleging a breach of any duty of the board of directors of the Company Board or Parent Board in connection with this Agreement, the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. (a) Each Company Stockholder hereby waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Company Stockholder may have with respect to the Subject Securities. (b) 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 the Company, Parent, the Company Merger Sub or any of their respective Subsidiaries successors, directors or successors officers relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, including any such claim (ia) 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 acceptance of the Offer or the Closing) or (iib) alleging a breach of any duty of the board of directors of the Company Board or Parent Board in connection with this Agreement, the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. (a) Each Company Stockholder hereby waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Company Stockholder may have with respect to the Subject Securities. (b) Each 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 the Company, Parent, the Company Purchaser or any of their respective Subsidiaries successors relating to the negotiation, execution or successors delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Legal Proceeding: (i) 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 Closing) or (ii) alleging a breach of any duty of the Company Board or Parent Board in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. (a) Each Company Stockholder hereby waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Company Stockholder may have with respect to the Subject Securities. (b) Each Company Stockholder The 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 the Company, Parent, the Company Merger Sub or any of their respective Subsidiaries successors, directors or successors officers relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger or the other Transactions, including any such claim (ia) 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 Closingconsummation of the Offer or the closing of the Merger) or (iib) alleging a breach of any duty of the Company Board (or Parent Board any committee thereof) in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. (a) Each Company Stockholder hereby waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Company Stockholder may have with respect to the Subject Securities. (b) 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, the Company Target or any of their respective Subsidiaries successors, directors or successors officers relating to the negotiation, execution or delivery of this Agreement or the Cooperation Agreement, the release of the 2.7 Announcement or the consummation of the Merger or the other Transactions, including any such claim (ia) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Cooperation Agreement (including any claim seeking to enjoin or delay the ClosingMerger) or (iib) alleging a breach of any duty of the Company Board or Parent Board in connection with the Merger 2.7 Announcement, the Cooperation Agreement, this Agreement or the transactions contemplated thereby or hereby.