Common use of Governing Law; Exclusive Jurisdiction Clause in Contracts

Governing Law; Exclusive Jurisdiction. (a) THIS AGREEMENT, EACH RIGHT AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. (b) (i) THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR, IF SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE 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 paragraph (b) has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY 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.

Governing Law; Exclusive Jurisdiction. (a) THIS AGREEMENTAGREEMENT AND THE AGREEMENTS, EACH RIGHT INSTRUMENTS AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED DOCUMENTS CONTEMPLATED HEREBY AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO BE A CONTRACT MADE UNDER THIS AGREEMENT OR THE LAWS OF THE STATE OF DELAWARE FACTS AND FOR ALL PURPOSES CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW); PROVIDED, HOWEVER, THAT THE LAWS OF THE STATE APPLICABLE OF FLORIDA SHALL GOVERN ANY MATTERS PERTAINING TO CONTRACTS ENTERED INTOTHE INTERNAL CORPORATE GOVERNANCE OF THE COMPANY, MADE WITHININCLUDING, THE INTERPRETATION OF THE COMPANY BOARD’S FIDUCIARY DUTIES TO THE COMPANY’S SHAREHOLDERS IN CONNECTION WITH THIS AGREEMENT, THE OFFER AND TO THE MERGER. THE DELAWARE COURT OF CHANCERY (AND IF THE DELAWARE COURT OF CHANCERY SHALL BE PERFORMED ENTIRELY WITHIN UNAVAILABLE, ANY DELAWARE STATE COURT AND THE FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF DELAWARE) WILL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, WITHOUT GIVING EFFECT WHETHER IN LAW OR EQUITY, BASED UPON, ARISING OUT OF OR RELATING TO ANY CHOICE THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY OR CONFLICT THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. (b) (i) THE COMPANY PARTIES IRREVOCABLY CONSENTS TO AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AGREES THAT PROCESS MAY BE SERVED UPON THEM IN ANY MANNER AUTHORIZED BY THE COURT OF CHANCERY LAWS OF THE STATE OF DELAWARE, ORAND HEREBY WAIVES, IF AND AGREES NOT TO ASSERT IN ANY SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTIONDISPUTE, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE 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 paragraph (b) has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS CLAIM THAT (i) SUCH PARTY MAY HAVE IS NOT PERSONALLY SUBJECT TO A JURY TRIAL WITH RESPECT TO THE JURISDICTION OF SUCH COURTS, (ii) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY DISPUTE ARISING OUT OF LEGAL PROCESS ISSUED BY SUCH COURTS OR RELATING TO OR CONCERNING THIS AGREEMENT(iii) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Exclusive Jurisdiction. (a) THIS AGREEMENTAGREEMENT AND THE AGREEMENTS, EACH RIGHT INSTRUMENTS AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND FOR ALL PURPOSES SHALL DOCUMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH THE STATE APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, AND TO BE PERFORMED ENTIRELY OF TEXAS (EXCLUSIVE OF CONFLICTS OF LAW PRINCIPLES). COURTS WITHIN THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. (b) (i) THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE TEXAS WILL HAVE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR, IF SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OVER ANY SUITAND ALL DISPUTES BETWEEN THE PARTIES HERETO, ACTIONWHETHER IN LAW OR EQUITY, OR PROCEEDING ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENTAGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY. The Company and each holder of Rights acknowledge that the forum designated by this paragraph (b) has a reasonable relation to this AgreementTHE PARTIES CONSENT TO AND AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS. EACH OF THE PARTIES HEREBY WAIVES, and to such Persons’ relationship with one another. AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS CLAIM THAT (i) SUCH PARTY MAY HAVE IS NOT PERSONALLY SUBJECT TO A JURY TRIAL WITH RESPECT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, (ii) SUCH PARTY AND SUCH PARTY'S PROPERTY IS IMMUNE FROM ANY DISPUTE ARISING OUT OF LEGAL PROCESS ISSUED BY SUCH COURTS OR RELATING TO OR CONCERNING THIS AGREEMENT(iii) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM."

Governing Law; Exclusive Jurisdiction. (a) THIS AGREEMENTAGREEMENT AND THE AGREEMENTS, EACH RIGHT INSTRUMENTS AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED DOCUMENTS CONTEMPLATED HEREBY AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO BE A CONTRACT MADE UNDER THIS AGREEMENT OR THE LAWS OF THE STATE OF DELAWARE FACTS AND FOR ALL PURPOSES CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE'S PRINCIPLES OF CONFLICTS OF LAW). THE DELAWARE COURT OF CHANCERY (AND IF THE DELAWARE COURT OF CHANCERY SHALL BE UNAVAILABLE, ANY DELAWARE STATE APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, COURT AND TO BE PERFORMED ENTIRELY WITHIN THE FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF DELAWARE) WILL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, WITHOUT GIVING EFFECT WHETHER IN LAW OR EQUITY, BASED UPON, ARISING OUT OF OR RELATING TO ANY CHOICE THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY OR CONFLICT THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. (b) (i) THE COMPANY PARTIES IRREVOCABLY CONSENTS TO AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AGREES THAT PROCESS MAY BE SERVED UPON THEM IN ANY MANNER AUTHORIZED BY THE COURT OF CHANCERY LAWS OF THE STATE OF DELAWARE, ORAND HEREBY WAIVES, IF AND AGREES NOT TO ASSERT IN ANY SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTIONDISPUTE, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE 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 paragraph (b) has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (i) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE COMPANY JURISDICTION OF SUCH COURTS, (ii) SUCH PARTY AND EACH HOLDER OF RIGHTS SUCH PARTY'S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (iii) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM. 5.13 Waiver of Jury Trial. THE PARTIES HEREBY WAIVES KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS SUCH RIGHT WHICH ANY PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING, LITIGATION OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. IF THE SUBJECT MATTER OF ANY LAWSUIT IS ONE IN WHICH THE WAIVER OF JURY TRIAL WITH RESPECT IS PROHIBITED, NO PARTY TO THIS AGREEMENT SHALL PRESENT AS A NON-COMPULSORY COUNTERCLAIM IN ANY DISPUTE SUCH LAWSUIT ANY CLAIM BASED ON, OR ARISING OUT OF OF, UNDER OR RELATING TO OR CONCERNING THIS AGREEMENT.IN CONNECTION

Governing Law; Exclusive Jurisdiction. (a) THIS AGREEMENTAGREEMENT AND THE AGREEMENTS, EACH RIGHT INSTRUMENTS AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED DOCUMENTS CONTEMPLATED HEREBY AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO BE A CONTRACT MADE UNDER THIS AGREEMENT OR THE LAWS OF THE STATE OF DELAWARE FACTS AND FOR ALL PURPOSES CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW). THE DELAWARE COURT OF CHANCERY SITTING IN WILMINGTON, DELAWARE (AND IF THE DELAWARE COURT OF CHANCERY SHALL BE UNAVAILABLE, ANY DELAWARE STATE APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, COURT AND TO BE PERFORMED ENTIRELY WITHIN THE FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF DELAWARE) WILL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, WITHOUT GIVING EFFECT WHETHER IN LAW OR 77 EQUITY, BASED UPON, ARISING OUT OF OR RELATING TO ANY CHOICE THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY OR CONFLICT THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. (b) (i) THE COMPANY PARTIES IRREVOCABLY CONSENTS TO AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AGREES THAT PROCESS MAY BE SERVED UPON THEM IN ANY MANNER AUTHORIZED BY THE COURT OF CHANCERY LAWS OF THE STATE OF DELAWARE, ORAND HEREBY WAIVES, IF AND AGREES NOT TO ASSERT IN ANY SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTIONDISPUTE, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE 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 paragraph (b) has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS CLAIM THAT (i) SUCH PARTY MAY HAVE IS NOT PERSONALLY SUBJECT TO A JURY TRIAL WITH RESPECT TO THE JURISDICTION OF SUCH COURTS, (ii) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY DISPUTE ARISING OUT OF LEGAL PROCESS ISSUED BY SUCH COURTS OR RELATING TO OR CONCERNING THIS AGREEMENT(iii) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Exclusive Jurisdiction. (a) THIS AGREEMENT, EACH RIGHT AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF DELAWARE AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT ALL PROVISIONS REGARDING THE RIGHTS, DUTIES, LIABILITIES AND OBLIGATIONS OF THE RIGHTS AGENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED INTO, MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. (b) (i) THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR, IF SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE DELAWARE, OVER ANY SUIT, ACTION, 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 paragraph (bb)(i) has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY 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.

Governing Law; Exclusive Jurisdiction. (a) THIS AGREEMENTAGREEMENT AND THE AGREEMENTS, EACH RIGHT INSTRUMENTS AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED DOCUMENTS CONTEMPLATED HEREBY AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO BE A CONTRACT MADE UNDER THIS AGREEMENT OR THE LAWS OF THE STATE OF DELAWARE FACTS AND FOR ALL PURPOSES CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW). THE DELAWARE COURT OF CHANCERY (AND IF THE DELAWARE COURT OF CHANCERY SHALL BE UNAVAILABLE, ANY DELAWARE STATE APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, COURT AND TO BE PERFORMED ENTIRELY WITHIN THE FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF DELAWARE) WILL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, WITHOUT GIVING EFFECT WHETHER IN LAW OR EQUITY, BASED UPON, ARISING OUT OF OR RELATING TO ANY CHOICE THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY OR CONFLICT THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. (b) (i) THE COMPANY PARTIES IRREVOCABLY CONSENTS TO AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AGREES THAT PROCESS MAY BE SERVED UPON THEM IN ANY MANNER AUTHORIZED BY THE COURT OF CHANCERY LAWS OF THE STATE OF DELAWARE, ORAND HEREBY WAIVES, IF AND AGREES NOT TO ASSERT IN ANY SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTIONDISPUTE, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE 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 paragraph (b) has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS CLAIM THAT (i) SUCH PARTY MAY HAVE IS NOT PERSONALLY SUBJECT TO A JURY TRIAL WITH RESPECT TO THE JURISDICTION OF SUCH COURTS, (ii) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY DISPUTE ARISING OUT OF LEGAL PROCESS ISSUED BY SUCH COURTS OR RELATING TO OR CONCERNING THIS AGREEMENT(iii) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Exclusive Jurisdiction. (a) THIS AGREEMENTAGREEMENT AND THE AGREEMENTS, EACH RIGHT INSTRUMENTS AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED DOCUMENTS CONTEMPLATED HEREBY AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO BE A CONTRACT MADE UNDER THIS AGREEMENT OR THE LAWS OF THE STATE OF DELAWARE FACTS AND FOR ALL PURPOSES CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW). THE DELAWARE COURT OF CHANCERY (AND IF THE DELAWARE COURT OF CHANCERY SHALL BE UNAVAILABLE, ANY DELAWARE STATE APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, COURT AND TO BE PERFORMED ENTIRELY WITHIN THE FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. (b) (i) THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE WILL HAVE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR, IF SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OVER ANY SUITAND ALL DISPUTES BETWEEN THE PARTIES HERETO, ACTIONWHETHER IN LAW OR EQUITY, OR PROCEEDING BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY OR CONCERNING THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH OF THE PARTIES IRREVOCABLY CONSENTS TO AND AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, IRREVOCABLY CONSENTS TO THE SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS IN ANY OTHER ACTION OR PROCEEDING RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. The Company and each holder of Rights acknowledge that the forum designated by this paragraph (b) has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. ON BEHALF OF ITSELF OR ITS PROPERTY, BY DELIVERY IN ANY METHOD CONTEMPLATED BY SECTION 9.4 HEREOF OR IN ANY OTHER MANNER AUTHORIZED BY LAW, AND HEREBY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS CLAIM THAT (i) SUCH PARTY MAY HAVE IS NOT PERSONALLY SUBJECT TO A JURY TRIAL WITH RESPECT TO THE JURISDICTION OF SUCH COURTS, (ii) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY DISPUTE ARISING OUT OF LEGAL PROCESS ISSUED BY SUCH COURTS OR RELATING TO OR CONCERNING THIS AGREEMENT(iii) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Exclusive Jurisdiction. (a) THIS AGREEMENTAGREEMENT AND THE AGREEMENTS, EACH RIGHT INSTRUMENTS AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED DOCUMENTS CONTEMPLATED HEREBY AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO BE A CONTRACT MADE UNDER THIS AGREEMENT OR THE LAWS OF THE STATE OF DELAWARE FACTS AND FOR ALL PURPOSES CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW). THE DELAWARE COURT OF CHANCERY (AND IF THE DELAWARE COURT OF CHANCERY SHALL BE UNAVAILABLE, ANY DELAWARE STATE APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, COURT AND TO BE PERFORMED ENTIRELY WITHIN THE FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. (b) (i) THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS TO THE WILL HAVE EXCLUSIVE JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE, OR, IF SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE OVER ANY SUITAND ALL DISPUTES BETWEEN THE PARTIES HERETO, ACTIONWHETHER IN LAW OR EQUITY, OR PROCEEDING BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY OR CONCERNING THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH OF THE PARTIES IRREVOCABLY CONSENTS TO AND AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, IRREVOCABLY CONSENTS TO THE SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS IN ANY OTHER ACTION OR PROCEEDING RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. The Company and each holder of Rights acknowledge that the forum designated , ON BEHALF OF ITSELF OR ITS PROPERTY, BY DELIVERY IN ANY METHOD CONTEMPLATED BY SECTION 9.4 hereof or in any other manner AUTHORIZED by this paragraph (b) has a reasonable relation to this AgreementLaw, and to such Persons’ relationship with one another. AND HEREBY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS CLAIM THAT (i) SUCH PARTY MAY HAVE IS NOT PERSONALLY SUBJECT TO A JURY TRIAL WITH RESPECT TO THE JURISDICTION OF SUCH COURTS, (ii) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY DISPUTE ARISING OUT OF LEGAL PROCESS ISSUED BY SUCH COURTS OR RELATING TO OR CONCERNING THIS AGREEMENT(iii) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM.

Governing Law; Exclusive Jurisdiction. (a) THIS AGREEMENTAGREEMENT AND THE AGREEMENTS, EACH RIGHT INSTRUMENTS AND EACH RIGHTS CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED DOCUMENTS CONTEMPLATED HEREBY AND ALL DISPUTES BETWEEN THE PARTIES UNDER OR RELATING TO BE A CONTRACT MADE UNDER THIS AGREEMENT OR THE LAWS OF THE STATE OF DELAWARE FACTS AND FOR ALL PURPOSES CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT REFERENCE TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW). THE DELAWARE COURT OF CHANCERY SITTING IN WILMINGTON, DELAWARE (AND IF THE DELAWARE COURT OF CHANCERY SHALL BE UNAVAILABLE, ANY DELAWARE STATE APPLICABLE TO CONTRACTS ENTERED INTO, MADE WITHIN, COURT AND TO BE PERFORMED ENTIRELY WITHIN THE FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF DELAWARE) WILL HAVE EXCLUSIVE JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN THE PARTIES HERETO, WITHOUT GIVING EFFECT WHETHER IN LAW OR EQUITY, BASED UPON, ARISING OUT OF OR RELATING TO ANY CHOICE THIS AGREEMENT AND THE AGREEMENTS, INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY OR CONFLICT THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION, WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH OF LAWS PROVISIONS OR RULES THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. (b) (i) THE COMPANY PARTIES IRREVOCABLY CONSENTS TO AND EACH HOLDER OF RIGHTS HEREBY IRREVOCABLY SUBMITS AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AGREES THAT PROCESS MAY BE SERVED UPON THEM IN ANY MANNER AUTHORIZED BY THE COURT OF CHANCERY LAWS OF THE STATE OF DELAWARE, ORAND HEREBY WAIVES, IF AND AGREES NOT TO ASSERT IN ANY SUCH COURT SHALL LACK SUBJECT MATTER JURISDICTIONDISPUTE, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE 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 paragraph (b) has a reasonable relation to this Agreement, and to such Persons’ relationship with one another. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND EACH HOLDER OF RIGHTS HEREBY WAIVES ANY AND ALL RIGHTS CLAIM THAT (i) SUCH PARTY MAY HAVE IS NOT PERSONALLY SUBJECT TO A JURY TRIAL WITH RESPECT TO THE JURISDICTION OF SUCH COURTS, (ii) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY DISPUTE ARISING OUT OF LEGAL PROCESS ISSUED BY SUCH COURTS OR RELATING TO OR CONCERNING THIS AGREEMENT(iii) ANY LITIGATION COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM.