Common use of Waiver of Certain Actions Clause in Contracts

Waiver of Certain Actions. 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, its Subsidiaries, Parent, Merger Sub or any of their respective successors, directors or 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 contemplated by the Merger Agreement, including any such claim (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 Closing) or (b) alleging a breach of any duty of the Company Board or the Company’s officers in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby, but excluding any such claim brought by a Stockholder pursuant to the terms hereof.

Waiver of Certain Actions. The 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, its Subsidiaries, Parent, Merger Sub Purchaser or any of their respective successors, directors or officers successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger or the other transactions contemplated by the Merger AgreementTransactions, including any such claim (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 acceptance of the Offer or the Closing) or (b) alleging a breach of any duty of the Board of Directors of the Company Board or the Company’s officers in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby, but excluding any such claim brought involving a breach by a Stockholder pursuant to Parent or Purchaser of its obligations under the terms hereofMerger Agreement.

Waiver of Certain Actions. The 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 the Company, its Subsidiaries, Parent, Merger Sub or any of their respective successors, directors or 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 contemplated by the Merger AgreementTransactions, including any such claim (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 Closingconsummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board (or the Company’s officers any committee thereof) in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby, but excluding any such claim brought by a Stockholder pursuant to the terms hereof.

Waiver of Certain Actions. The Stockholder hereby agrees shall not to commence or commence, participate in, facilitate, assist or knowingly encourage, and to shall take all actions necessary to opt out of any class in in, any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company, its Subsidiaries, Parent, Merger Sub any of their respective Affiliates or successors or any of their respective successorsdirectors, directors managers or 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 contemplated by the Merger Agreementhereby or thereby, including any such claim (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 Closingclosing of the Merger) or (b) alleging a breach of any duty of the Company Board or the Company’s officers in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby, but excluding hereby and hereby waives any such claim brought by a Stockholder pursuant claims or rights whatsoever with respect to any of the terms hereofforegoing.

Waiver of Certain Actions. The 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, its Subsidiaries, Parent, Merger Sub Purchaser or any of their respective Affiliates, successors, directors or 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 contemplated by the Merger Agreement, including any such claim (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 acceptance of the Offer or the Closing) or (b) alleging a breach of any duty of the Company Board or the Company’s officers in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby, but excluding any such claim brought by a Stockholder pursuant to as a third party beneficiary under Section 8.7 of the terms hereofMerger Agreement.

Waiver of Certain Actions. 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, its Subsidiaries, Parent, Merger Sub or any of their respective successors, directors or officers successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger or the other transactions contemplated by the Merger AgreementTransactions, including any such claim (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 acceptance of the Offer or the Closing) or (b) alleging a breach of any duty of the Board of Directors of the Company Board or the Company’s officers in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby, but excluding any such claim brought involving a breach by the Company, Parent or Merger Sub of its obligations under the Merger Agreement. For the avoidance of doubt, the foregoing shall not limit any rights or actions of the Stockholder in his or her capacity as a Stockholder pursuant to director or officer of the terms hereofCompany.

Waiver of Certain Actions. The 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, its Subsidiaries, Parent, Merger Sub or any of their respective successors, directors or officers relating to the negotiation, execution or delivery of this Agreement or Agreement, the Merger Agreement or any other Transaction Document or the consummation of the Merger or the other transactions contemplated by the Merger AgreementTransactions, including any such claim (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or Agreement, the Merger Agreement or any other Transaction Document (including any claim seeking to enjoin or delay the acceptance of the Offer or the Closing) or (b) alleging a breach of any duty of the Company Board or the Company’s officers in connection with this Agreement, the Merger Agreement, this Agreement or any other Transaction Document or any of the transactions contemplated thereby or hereby, but excluding provided that the foregoing shall not limit any such claim brought and all activities by a Stockholder pursuant or on behalf of a Stockholder in response to the terms hereofany claims commenced against such Stockholder or its interest.