Common use of Exclusive Forum Clause in Contracts

Exclusive Forum. THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE HIGH COURT OF THE REPUBLIC OF THE ▇▇▇▇▇▇▇▇ ISLANDS OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. The Company and each holder of Rights acknowledge that the forum designated by this Section 5.16 has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, THE RIGHTS AGENT AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. The Company and each holder of Rights hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in the court referred to in this Section 5.16. The Company and each holder of Rights undertake not to commence any action subject to this Agreement in any forum other than the forum described in this Section 5.16. The Company and each holder of Rights agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action, or proceeding brought in such court shall be conclusive and binding upon such Persons. Notwithstanding the foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Exclusive Forum. THE COMPANY COMPANY, THE RIGHTS AGENT AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE HIGH COURT OF THE REPUBLIC OF THE ▇▇▇▇▇▇▇▇ ISLANDS OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. The Company Company, the Rights Agent and each holder of Rights acknowledge that the forum designated by this Section 5.16 has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, THE RIGHTS AGENT AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. The Company Company, the Rights Agent and each holder of Rights hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in the court referred to in this Section 5.16. The Company Company, the Rights Agent and each holder of Rights undertake not to commence any action subject to this Agreement in any forum other than the forum described in this Section 5.16. The Company Company, the Rights Agent and each holder of Rights agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action, or proceeding brought in such court shall be conclusive and binding upon such Persons. Notwithstanding the foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Exclusive Forum. THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE HIGH COURT OF THE REPUBLIC OF THE ▇▇▇▇▇▇▇▇ ISLANDS OVER ANY SUITUnless the Corporation consents in writing to the selection of an alternative forum, ACTIONthe state or federal courts in Hennepin County, OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENTMinnesota shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee, or agent of the corporation to the corporation or the corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Minnesota Business Corporation Act, the articles of incorporation, or these By-laws (as either may be amended from time to time), or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said courts having personal jurisdiction over the indispensable parties named as defendants therein. The Company and each holder If any action the subject matter of Rights acknowledge that which is within the forum designated by scope of this Section 5.16 has 12.01 is filed in a reasonable relation court other than a state or federal court in Hennepin County, Minnesota (a “Foreign Action”) by any shareholder, such shareholder shall be deemed to have consented to: (a) the personal jurisdiction of the state or federal courts in Hennepin County, Minnesota in connection with any action brought in any such court to enforce this AgreementSection 6.06; and (b) having service of process made upon such shareholder in any such action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder. If any provision of this Section 6.06 shall be held to be invalid, and illegal or unenforceable as applied to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY LAWany person or entity or circumstance for any reason whatsoever, THE COMPANY, THE RIGHTS AGENT AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. The Company and each holder of Rights hereby waivethen, to the fullest extent permitted by applicable law, the validity, legality and enforceability of such provision in any objection which they now or hereafter have to personal jurisdiction or to other circumstance and of the laying remaining provisions of venue this Section 6.06 (including, without limitation, each portion of any such suit, action or proceeding brought in the court referred to in sentence of this Section 5.16. The Company 6.06 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and each holder the application of Rights undertake such provision to other persons or entities or circumstances shall not to commence any action subject to this Agreement in any forum other than the forum described in this Section 5.16. The Company and each holder of Rights agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action, way be affected or proceeding brought in such court shall be conclusive and binding upon such Persons. Notwithstanding the foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdictionimpaired thereby.

Exclusive Forum. THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE HIGH COURT OF THE REPUBLIC OF THE ▇▇▇▇▇▇▇▇ ISLANDS OVER ANY SUITSection 8.1 Unless the Corporation consents in writing to the selection of an alternative forum, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. The Company and each holder the Court of Rights acknowledge that Chancery of the forum designated by this Section 5.16 has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, THE RIGHTS AGENT AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. The Company and each holder State of Rights hereby waiveDelaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, (c) any action asserting a claim arising pursuant to any provision of the DGCL or this Second Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, or (d) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein; provided that, the provisions of this Article VIII will not apply to suits brought to enforce any liability or duty created by the Securities Act of 1933, as amended, the Securities and Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. To the fullest extent permitted by applicable law, any objection which they now person or hereafter entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to personal jurisdiction the provisions of this Article VIII. Notwithstanding any other provisions of law, this Second Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to the laying adopt any provision inconsistent with, this Article VIII. If any provision or provisions of venue of this Article VIII shall be held to be invalid, illegal or unenforceable as applied to any such suitperson or entity or circumstance for any reason whatsoever, action or proceeding brought in the court referred to in this Section 5.16. The Company and each holder of Rights undertake not to commence any action subject to this Agreement in any forum other than the forum described in this Section 5.16. The Company and each holder of Rights agree thatthen, to the fullest extent permitted by applicable law, a final the validity, legality and non-appealable judgment enforceability of such provisions in any other circumstance and of the remaining provisions of this Article VIII (including, without limitation, each portion of any sentence of this Article VIII containing any such suitprovision held to be invalid, actionillegal or unenforceable that is not itself held to be invalid, illegal or proceeding brought unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Section 8.2 If any action the subject matter of which is within the scope of Section 8.1 is filed in a court other than within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such court stockholder shall be conclusive deemed to have consented to (i) the personal jurisdiction of the state and binding upon such Persons. Notwithstanding the foregoing, this exclusive forum provision shall not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts of the United States State of Delaware in connection with any action brought in any such court to enforce Section 8.1 (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Section 8.3 If any provision or provisions of this Article VIII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article VIII (including, without limitation, each portion of any sentence of this Article VIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have exclusive jurisdictionnotice of and consented to the provisions of this Article VIII.