Common use of Consent and Waiver; Termination of Existing Agreements Clause in Contracts

Consent and Waiver; Termination of Existing Agreements. Shareholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which Shareholder is a party or subject or in respect of any rights Shareholder may have in connection with the Merger or the other transactions provided for in the Merger Agreement (whether such rights exist under the certificate of incorporation or bylaws of the Company, any Contract to which the Company is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Shareholder hereby waives any and all rights to contest or object to the execution and delivery of the Merger Agreement, the Company Board of Directors’ actions in approving and recommending the Merger, the consummation of the Merger and the other transactions provided for in the Merger Agreement, or to seek damages or other legal or equitable relief in connection therewith. From and after the Effective Time, Shareholder’s right to receive cash on the terms and subject to the conditions set forth in the Merger Agreement shall constitute Shareholder’s sole and exclusive right against the Company and/or Acquiror in respect of Shareholder’s ownership of the Shares or status as a shareholder of the Company or any agreement or instrument with the Company pertaining to the Shares or Shareholder’s status as a shareholder of the Company.

Consent and Waiver; Termination of Existing Agreements. Shareholder Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which Shareholder Stockholder is a party or subject or in respect of any rights Shareholder Stockholder may have in connection with the Merger or the other transactions provided for in the Merger Agreement (whether such rights exist under the certificate of incorporation or bylaws of the Company, any Contract contract to which the Company is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Shareholder Stockholder hereby waives any and all rights to contest or object to the execution and delivery of the Merger Agreement, the Company Board of Directors’ actions in approving and recommending the Merger, the consummation of the Merger and the other transactions provided for in the Merger Agreement, or to seek damages or other legal or equitable relief in connection therewith. From and after the Effective Time, ShareholderStockholder’s right to receive cash on the terms and subject to the conditions set forth in the Merger Agreement shall constitute ShareholderStockholder’s sole and exclusive right against the Company and/or Acquiror in respect of ShareholderStockholder’s ownership of the Shares or status as a shareholder stockholder of the Company or any agreement or instrument with the Company pertaining to the Shares or ShareholderStockholder’s status as a shareholder stockholder of the Company.

Consent and Waiver; Termination of Existing Agreements. Shareholder Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which Shareholder Stockholder is a party or subject or in respect of any rights Shareholder Stockholder may have in connection with the Merger or the other transactions provided for in the Merger Agreement (whether such rights exist under the certificate of incorporation or bylaws of the Company, any Contract to which the Company is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise)) other than waivers of any rights expressly provided for in the Merger Agreement or this Agreement. Without limiting the generality or effect of the foregoing, Shareholder Stockholder hereby waives any and all rights to contest or object to the execution and delivery of the Merger Agreement, the Company Board of Directors’ actions in approving Agreement and recommending the Merger, the consummation of the Merger and the other transactions provided for in the Merger Agreement, or to seek damages or other legal or equitable relief in connection therewith. From and after the Effective Time, ShareholderStockholder’s right to receive cash on the terms and subject to the conditions set forth in the Merger Agreement shall constitute ShareholderStockholder’s sole and exclusive right against the Company and/or Acquiror in respect of ShareholderStockholder’s ownership of the Shares or status as a shareholder stockholder of the Company or any agreement or instrument with the Company pertaining to the Shares or ShareholderStockholder’s status as a shareholder stockholder of the Company.

Consent and Waiver; Termination of Existing Agreements. Shareholder Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which Shareholder Stockholder is a party or subject or in respect of any rights Shareholder Stockholder may have in connection with the Merger or the other transactions provided for in the Merger Agreement (whether such rights exist under the certificate of incorporation or bylaws of the Company, any Contract to which the Company is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Shareholder Stockholder hereby waives any and all rights to contest or object to the execution and delivery of the Merger Agreement, the Company Board of Directors’ actions in approving and recommending the Merger, the consummation of the Merger and the other transactions provided for in the Merger Agreement, or to seek damages or other legal or equitable relief in connection therewith. From and after the Effective Time, ShareholderStockholder’s right to receive cash on the terms and subject to the conditions set forth in the Merger Agreement shall constitute ShareholderStockholder’s sole and exclusive right against the Company and/or Acquiror in respect of ShareholderStockholder’s ownership of the Shares or status as a shareholder stockholder of the Company or any agreement or instrument with the Company pertaining to the Shares or ShareholderStockholder’s status as a shareholder stockholder of the Company.

Consent and Waiver; Termination of Existing Agreements. Shareholder Stockholder hereby gives agrees to give any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreement or instrument to which Shareholder Stockholder is a party or subject or in respect of any rights Shareholder Stockholder may have in connection with the Merger or the other transactions provided for in the Merger Agreement (whether such rights exist under the certificate of incorporation or bylaws of the Company, any Contract to which the Company is a party or by which it is, or any of its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Shareholder Stockholder hereby waives any and all rights to contest or object to the execution and delivery of the Merger Agreement, the Company Board of Directors’ actions in approving and recommending the Merger, the consummation of the Merger and the other transactions provided for in the Merger Agreement, or to seek damages or other legal or equitable relief in connection therewith. From and after the Effective Time, ShareholderStockholder’s right to receive cash on the terms and subject to the conditions set forth in the Merger Agreement shall constitute ShareholderStockholder’s sole and exclusive right against the Company and/or Acquiror in respect of ShareholderStockholder’s ownership of the Shares and the New Shares or status as a shareholder stockholder of the Company or any agreement or instrument with the Company pertaining to the Shares or ShareholderNew Shares or Stockholder’s status as a shareholder stockholder of the Company.