Common use of Forum Selection Clause in Contracts

Forum Selection. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) 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 Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time) or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor thereto.

Forum Selection. Unless the Company Corporation approves or consents in writing to the selection of an alternative forum, the Court of Chancery courts of the State Province of Delaware (or, if Québec and the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) appellate courts therefrom shall, to the fullest extent permitted by law, be the sole and exclusive forum for for: (ai) any derivative action or proceeding brought on behalf of the Company, Corporation; (bii) any action or proceeding asserting a claim of for breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company Corporation to the Company or the Company’s stockholders, Corporation; (ciii) any action or proceeding asserting a claim arising pursuant to any provision of the DGCL Act or the certificate articles or the by-laws of incorporation or these bylaws the Corporation (as either may be amended from time to time) ); or (div) any action or proceeding asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject otherwise related to the jurisdiction affairs of such the Corporation. If any action or proceeding the subject matter of which is within the scope of the preceding sentences is filed in a court (and a “Non-Designated Court”) other than a court located within the indispensable party does not consent Province of Québec (a “Foreign Action”) in the name of any securityholder, such securityholder shall be deemed to have consented to (i) the personal jurisdiction of the courts located within the Province of Québec in connection with any action or proceeding brought in any such court within 10 days following Non-Designated Court to enforce the preceding sentences and (ii) having service of process made upon such determination), which is vested securityholder in any such action or proceeding by service upon such securityholder’s counsel in the exclusive jurisdiction of Foreign Action as agent for such securityholder. This Article 11 shall not apply to suits brought to enforce a court duty or forum liability created by the U.S. Securities Act or the Exchange Act or any other than such court or claim for which such court does not the U.S. federal courts have subject matter exclusive jurisdiction. Unless the Company Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amendedAct. Any person or entity purchasing holding, owning or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor theretoArticle 11.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action action, suit or proceeding (“Proceeding”) brought on behalf of the CompanyCorporation, (bii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee stockholder of the Company Corporation to the Company Corporation or to the CompanyCorporation’s stockholders, (ciii) any action Proceeding arising pursuant to any provision of the DGCL DGCL, this Certificate or the certificate of incorporation or these bylaws Bylaws (in each case, as either may be amended from time to time) or (div) any action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, except for, as to each of ; and (ab) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction preceding provisions of such court (and the indispensable party does not consent this Article IX, to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumextent permitted by applicable law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. If any action the subject matter of which is within the scope of clause (b) of this Article IX is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder. For the avoidance of doubt, clause (b) of this Article IX is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters to any offering giving rise to any Proceeding, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and consented to this Article IX. Notwithstanding the foregoing, the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 Article IX shall not apply to any action suits brought to enforce a any liability or duty or liability created by the 1934 Securities Exchange Act of 1934, as amended, or any successor theretoother claim for which the federal courts of the United States have exclusive jurisdiction. If any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph of this Article IX containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Forum Selection. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) 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 Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time) or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, against any person in connection with any offering of the Company’s securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person or other defendant. Any person or entity purchasing purchasing, holding or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. This provision shall be enforceable by any party to a complaint covered by the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action claim brought to enforce a duty or liability created by the 1934 Act or any successor thereto.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action or proceeding Proceeding brought on behalf of the CompanyCorporation, (bii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee stockholder of the Company Corporation to the Company Corporation or to the CompanyCorporation’s stockholders, (ciii) any action Proceeding arising pursuant to any provision of the DGCL or the certificate Certificate of incorporation Incorporation or these bylaws (as either may be amended from time to time) or (div) any action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, except for, as to each of ; and (ab) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction preceding provisions of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumthis Article XI, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and consented to this Article XI. Notwithstanding the foregoing, the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 Article XI shall not apply to any action suits brought to enforce a any liability or duty or liability created by the 1934 Securities Exchange Act of 1934, as amended, or any successor theretoother claim for which the federal courts of the United States have exclusive jurisdiction.

Forum Selection. Unless the Company consents in writing to the selection of an alternative forum, the Supreme Court of Chancery the Province of British Columbia, Canada and the State of Delaware appellate Courts therefrom (orcollectively, if the Court of Chancery does not have jurisdiction“Courts”), another State court in Delaware or the federal district court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (ai) any derivative action or proceeding brought on behalf of the Company, ; (bii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholderofficer, officer or other employee of the Company to the Company or the Company’s stockholders, ; (ciii) any action or proceeding asserting a claim arising pursuant to any provision of the DGCL Business Corporations Act or these Articles or the certificate Notice of incorporation or these bylaws Articles (as either may be amended from time to time) ); or (div) any action or proceeding asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject otherwise related to the jurisdiction relationships among the Company, its affiliates and the shareholders, directors and officers of such court corporations (and the indispensable party but does not consent include the business carried on by such corporations). If any action or proceeding the subject matter of which is within the scope of the preceding sentence is filed in a Court other than a Court located within the Province of British Columbia (a “Foreign Action”) in the name of any registered or beneficial securityholder of the Company, such securityholder shall be deemed to have consented to (i) the personal jurisdiction of the Courts in connection with any action or proceeding brought in any such court within 10 days following Court to enforce foregoing exclusive forum provision (an “Enforcement Action”) and (ii) having service of process made upon such determination), which is vested securityholder in any such Enforcement Action by service upon such securityholder’s counsel in the exclusive jurisdiction Foreign Action as agent for such securityholder. For the avoidance of doubt, this Part 27 shall not apply to any action brought to enforce a court duty or forum other than such court liability created by the U.S. Securities Act of 1933, as amended, or for which such court does not have subject matter jurisdictionthe U.S. Securities Exchange Act of 1934, as amended. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor theretoPart 27.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action or proceeding Proceeding brought on behalf of the CompanyCorporation, (bii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee stockholder of the Company Corporation to the Company Corporation or to the CompanyCorporation’s stockholders, (ciii) any action Proceeding arising pursuant to any provision of the DGCL or the certificate Certificate of incorporation Incorporation or these bylaws (as either may be amended from time to time) or (div) any action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, except for, as to each of ; and (ab) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction preceding provisions of such court (and the indispensable party does not consent this Article XII, to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumextent permitted by applicable law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”), such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. If any action the subject matter of which is within the scope of clause (b) of the immediately preceding sentence is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and consented to this Article XI. Notwithstanding the foregoing, the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 Article XI shall not apply to any action suits brought to enforce a any liability or duty or liability created by the 1934 Securities Exchange Act of 1934, as amended, or any successor theretoother claim for which the federal courts of the United States have exclusive jurisdiction.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or, in the event that the federal district court for the District of Delaware does not have jurisdiction, other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action action, suit or proceeding brought on behalf of the CompanyCorporation, (bii) any action action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee stockholder of the Company Corporation to the Company Corporation or to the CompanyCorporation’s stockholders, (ciii) any action action, suit or proceeding arising pursuant to any provision of the DGCL or the certificate Certificate of incorporation Incorporation or these bylaws (as either may be amended from time to time) or (div) any action action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, except for, as to each of ; and (ab) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction preceding provisions of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumthis Article XI, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and consented to this Article XI. Notwithstanding the foregoing, the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 Article XI shall not apply to any action suits brought to enforce a any liability or duty or liability created by the 1934 Securities Exchange Act of 1934, as amended, or any successor theretoother claim for which the federal courts of the United States have exclusive jurisdiction.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (i) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a1) any derivative action or proceeding brought on behalf of the CompanyCorporation, (b2) any action asserting a claim of breach of a fiduciary duty owed by by, or any other wrongdoing by, any current or former director, stockholderofficer, officer or other employee or stockholder of the Company to the Company or the Company’s stockholdersCorporation, (c3) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL DGCL, this Certificate of Incorporation or the certificate Bylaws or as to which the DGCL confers jurisdiction on the Court of incorporation Chancery, (4) any action to interpret, apply, enforce or these bylaws (as either may be amended from time to time) determine the validity of any provisions of this Certificate of Incorporation or the Bylaws, or (d5) any other action asserting a claim governed by the internal affairs doctrinedoctrine and (ii) notwithstanding anything to the contrary herein, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not but subject to the jurisdiction foregoing provisions of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumthis Article XIV, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint action, suit or proceeding asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision will not apply to claims arising under the Securities Exchange Act of 1934, as amended, or other federal securities laws for which there is exclusive federal jurisdiction. Any person Person or entity purchasing or otherwise acquiring or holding any interest in any security shares of capital stock of the Company Corporation shall be deemed to have notice of and consented to the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor theretoArticle XIV.

Forum Selection. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) 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 Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time) or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amendedamended against any person in connection with any offering of the Company’s securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person or other defendant. Any person or entity purchasing purchasing, holding or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. This provision shall be enforceable by any party to a complaint covered by the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor thereto.

Forum Selection. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) 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 Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time) or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against any person in connection with any offering of 1933the Company’s securities, as amendedincluding, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person, or other defendant. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. This provision shall be enforceable by any party to a complaint covered by the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor thereto.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action or proceeding Proceeding brought on behalf of the CompanyCorporation, (bii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee stockholder of the Company Corporation to the Company Corporation or to the CompanyCorporation’s stockholders, (ciii) any action Proceeding arising pursuant to any provision of the DGCL or the certificate Certificate of incorporation Incorporation or these bylaws (as either may be amended from time to time) or (div) any action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, except for, as to each of ; and (ab) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction preceding provisions of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumthis Article XI-, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. If any action the subject matter of which is within the scope of clause (b) of the immediately preceding sentence is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and consented to this Article XI-. Notwithstanding the foregoing, the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 Article XI- shall not apply to any action suits brought to enforce a any liability or duty or liability created by the 1934 Securities Exchange Act of 1934, as amended, or any successor theretoother claim for which the federal courts of the United States have exclusive jurisdiction. If any provision or provisions of this Article XI- shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XI (including, without limitation, each portion of any paragraph of this Article XI- containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the "Chancery Court") of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action or proceeding Proceeding brought on behalf of the CompanyCorporation, (bii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee stockholder of the Company Corporation to the Company Corporation or to the Company’s Corporation's stockholders, (ciii) any action Proceeding arising pursuant to any provision of the DGCL or the certificate Certificate of incorporation Incorporation or these bylaws (as either may be amended from time to time) or (div) any action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, except for, as to each of ; and (ab) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction preceding provisions of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumthis Article XI- , the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any ​ complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a "Foreign Action") in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder's counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and consented to this Article XI- . Notwithstanding the foregoing, the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 Article XI- shall not apply to any action suits brought to enforce a any liability or duty or liability created by the 1934 Securities Exchange Act of 1934, as amended, or any successor theretoother claim for which the federal courts of the United States have exclusive jurisdiction.