Submission to Jurisdiction; Appointment of Agents for Service. (a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement or the offering of the Shares (each, a “Related Proceeding”). The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.
(b) The Company hereby irrevocably appoints Biohaven Pharmaceuticals, Inc., with offices at 000 Xxxxxx Xxxxxx, Xxx Xxxxx, XX 00000, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.
Submission to Jurisdiction; Appointment of Agents for Service. Each of the Company and Desert Newco irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement or the offering of the Shares (each, a “Related Proceeding”). Each of the Company and Desert Newco irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that each of the Company or Desert Newco has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and Desert Newco irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.
Submission to Jurisdiction; Appointment of Agents for Service. (a) The Company and each of the Selling Stockholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement or the offering of the Shares (each, a “Related Proceeding”). The Company and each of the Selling Stockholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. Each of the Selling Stockholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto.
Submission to Jurisdiction; Appointment of Agents for Service. (a) The Company and each of the Non-U.S. Selling Shareholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement or the offering of the Shares (each, a “Related Proceeding”). The Company and each of the Non-U.S. Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Company and each of the Non-U.S. Selling Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company and each of the Non-U.S. Selling Shareholders irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.
(b) The Company hereby irrevocably appoints Travelport Inc., with offices at 300 Xxxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.
(c) Each of the Non-U.S. Selling Shareholders hereby irrevocably appoints Axxxxx, Xxxxxx & Co., L.P., with offices at 200 Xxxx Xxxxxx—00xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. Each of the Selling Shareholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Selling Shareh...
Submission to Jurisdiction; Appointment of Agents for Service. (a) Each of the Company, Desert Newco and TCV VII, L.P., TCV VII (A), L.P. and TCV Member Fund, L.P. (TCV VII, L.P., TCV VII (A), L.P. and TCV Member Fund, L.P. (together, the “Specified Selling Shareholders”) irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement or the offering of the Shares (each, a “Related Proceeding”). Each of the Company, Desert Newco and the Specified Selling Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that each of the Company, Desert Newco or the Specified Selling Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company, Desert Newco and the Specified Selling Shareholders irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.
Submission to Jurisdiction; Appointment of Agents for Service a) The Issuer and each of the Guarantors irrevocably submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated hereby and thereby (each, a “Related Proceeding”). The Issuer and each of the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Issuer or any Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Issuer and each of the Guarantors irrevocably waive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.
Submission to Jurisdiction; Appointment of Agents for Service. Currency Indemnity. ------------------
(a) To the fullest extent permitted by applicable law, the Company and each Selling Shareholder irrevocably submits to the jurisdiction of any Federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Agreement, the Securities and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company and each Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Company and each Selling Shareholder agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and such Selling Shareholder and may be enforced in the courts of Bermuda (or any other courts to the jurisdiction of which the Company is subject) by a suit upon such judgment, provided that service -------- of process is effected upon the Company and such Selling Shareholder in the manner specified herein or as otherwise permitted by law. The Company and each Selling Shareholder hereby irrevocably designates and appoints CT Corporation System, 0000 Xxxxxxxx - 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx (the "Process Agent") as the authorized agent of the Company and such Selling -------------- Shareholder upon whom process may be served in any such suit or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company and such Selling Shareholder. The Company and each Selling Shareholder represents to the Underwriters that they have notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and each Selling Shareholder irrevocably authorizes and directs the Process Agent to accept such service. The Company and each Selling Shareholder further agrees that service of process upon the Process Agent and written notice of said service to the Company and such Selling Shareholder mailed by prepaid registered first class mail or delivered to the Process Agent at it...
Submission to Jurisdiction; Appointment of Agents for Service. (a) Any dispute, controversy, or claim arising out of or in connection with this Agreement (including with respect to the existence, formation, applicability, breach, validity, termination or enforcement thereof, or the consequences of its nullity or any non-contractual obligation arising out of or in connection with it) (a “Dispute”) shall be referred to and finally resolved by arbitration (an “Arbitration Proceeding”). The Arbitration Proceeding shall be conducted by three arbitrators and administered by the International Centre for Dispute Resolution (the “ICDR”) in accordance with its International Arbitration Rules in effect at the time of arbitration (the “Rules”), which Rules shall be deemed incorporated into this Section. If all parties to the Arbitration Proceeding agree that the alignment of parties as claimants and respondents in the request for arbitration is correct, or if no party objects to such alignment within 15 days after receipt of the request for arbitration, then each side shall nominate one arbitrator within 30 days of receipt of the request for arbitration. The two arbitrators so nominated shall nominate the third arbitrator within 30 days after the nomination of the later-nominated of these two arbitrators. The third arbitrator shall act as chair of the tribunal. If any of the three arbitrators is not nominated within the time prescribed above, then the ICDR shall appoint that arbitrator. If one or more of the parties to the arbitration objects in writing to the alignment of parties in the request for arbitration within 15 days after receipt of the request, and if the parties do not agree within 15 days thereafter on an alignment of the parties into two sides each of which shall appoint an arbitrator, then the ICDR shall appoint all three arbitrators.
(b) The seat of arbitration shall be the City of New York, the State of New York, United States of America, and the language of the arbitration shall be English. The arbitration award shall be final and binding on the parties, and the parties undertake to carry out any award without delay. Judgment upon the award may be entered by any court having jurisdiction over the award or over the relevant party or its assets. Each of the parties to this Agreement irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to any and all Disputes involving an Underwriter being resolved by arbitration as set forth herein. To the extent that any par...
Submission to Jurisdiction; Appointment of Agents for Service. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement or the offering of the Securities (each, a “Related Proceeding”). Each of the parties hereto irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum.
Submission to Jurisdiction; Appointment of Agents for Service. (a) 2594868 Ontario Limited irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement or the offering of the Shares (each, a “Related Proceeding”). 2594868 Ontario Limited irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that 2594868 Ontario Limited has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, 2594868 Ontario Limited irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.
(b) 2594868 Ontario Limited herby irrevocably appoints [•], with offices at [•] as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. 2594868 Ontario Limited waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. 2594868 Ontario Limited represents and warrants that such agent has agreed to act as the 2594868 Ontario Limited’s agent for service of process, and 2594868 Ontario Limited agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.