Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
Appears in 22 contracts
Samples: Contingent Value Rights Agreement (Actavis PLC), Agreement and Plan of Merger and Reorganization (Ventrus Biosciences Inc), Contingent Value Rights Agreement (Forest Laboratories, LLC)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw.
Appears in 22 contracts
Samples: Agreement and Plan of Merger (Synovus Financial Corp), Agreement and Plan of Merger (Canadian Imperial Bank of Commerce /Can/), Agreement and Plan of Merger (Royal Bank of Canada)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) principles that would cause result in the application of the Laws Law of any jurisdiction other than the State of Delawarestate.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Patient Safety Technologies, Inc), Agreement and Plan of Merger (Tesla, Inc.), Agreement and Plan of Merger (Salesforce Com Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within that State, without giving effect to regardless of the laws that might otherwise govern under any choice or applicable conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawareprinciples.
Appears in 19 contracts
Samples: Registration Rights Agreement (BOSTON OMAHA Corp), Registration Rights Agreement (Expedia Group, Inc.), Registration Rights Agreement (GBS Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed interpreted in accordance with, with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether excluding choice-of-law principles of the State law of Delaware or any other jurisdiction) such state that would cause require the application of the Laws laws of any a jurisdiction other than the State of Delaware, and the Recipient agrees to the exclusive jurisdiction of Connecticut courts.
Appears in 17 contracts
Samples: Award Agreement (Lydall Inc /De/), Nonqualified Stock Option Agreement (Lydall Inc /De/), Nonqualified Stock Option Agreement (Lydall Inc /De/)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw principles.
Appears in 16 contracts
Samples: Investor Rights Agreement (Westrock Coffee Co), Agreement and Plan of Merger (Neenah Inc), Agreement and Plan of Merger (First Citizens Bancshares Inc /De/)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether Laws of the State of Delaware or any other jurisdiction) that would cause the application of without regard to the Laws that might be applicable under conflicts of any jurisdiction other than the State of Delawarelaws principles.
Appears in 15 contracts
Samples: Contribution Agreement, Contribution Agreement (PBF Logistics LP), Contribution Agreement
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarethereof.
Appears in 14 contracts
Samples: Tender and Voting Agreement (Janel Corp), Tender and Voting Agreement (Janel Corp), Tender and Voting Agreement (Steel Excel Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws a)The law of the State of Delaware, without giving effect regard to any choice or conflict its conflicts of laws provision or rule (whether law principles, shall govern the validity of this Agreement, the construction and interpretation of its terms, the organization and internal affairs of the State of Delaware or any other jurisdiction) that would cause Company and the application of the Laws limited liability of any jurisdiction member(s) and other than the State of Delawareowners.
Appears in 11 contracts
Samples: Liability Company Agreement (QualTek Wireline LLC), Liability Company Agreement (QualTek Wireline LLC), Limited Liability Company Agreement (QualTek Wireline LLC)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, construed and construed enforced in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any choice or the conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawareprovisions thereof.
Appears in 10 contracts
Samples: Registration Rights Agreement (Vcampus Corp), Registration Rights Agreement (Vcampus Corp), Registration Rights Agreement (Vcampus Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any its choice or conflict of laws provision law provisions or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarerules.
Appears in 10 contracts
Samples: Stockholders Agreement (Ipsco Tubulars Inc), Form of Stockholders Agreement (Presidio, Inc.), Registration Rights Agreement (USD Partners LP)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the The laws of the State of Delaware, Delaware (without giving effect to its conflicts of law principles) govern this Agreement and all matters arising out of or relating to this Agreement and any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawaretransactions contemplated hereby, including its negotiation, execution, validity, interpretation, construction, performance and enforcement.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Medtox Scientific Inc), Investor Rights Agreement (NationsHealth, Inc.), Support Agreement (Monogram Biosciences, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to any choice or conflict the principles of laws provision or rule (whether conflicts of the State of Delaware or any other jurisdiction) Law thereof that would cause require the application of the Laws of any jurisdiction other than the State of Delawarejurisdiction.
Appears in 9 contracts
Samples: Framework Agreement (Cabela's Credit Card Master Note Trust), Sale and Purchase Agreement (Cabela's Master Credit Card Trust), Sale and Purchase Agreement (Cabelas Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to any choice or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) principles that would cause result in the application of the Laws Law of any jurisdiction other than the State of Delawarestate.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Teradyne, Inc), Agreement and Plan of Merger (Indivior PLC), Agreement and Plan of Merger (Nextest Systems Corp)
Governing Law; Jurisdiction. (ai) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to any choice or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws laws of any jurisdiction other than the State of Delaware.
Appears in 8 contracts
Samples: Tender and Voting Agreement (Dell Inc), Tender and Voting Agreement (Crane Co /De/), Tender and Voting Agreement (Hwga LTD)
Governing Law; Jurisdiction. (ai) This Agreement shall be governed by, and construed in accordance with, with the laws Laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw principles.
Appears in 8 contracts
Samples: Stockholders Agreement (Ladder Capital Corp), Stockholders Agreement (Td Ameritrade Holding Corp), Stockholders Agreement (Td Ameritrade Holding Corp)
Governing Law; Jurisdiction. (aA) This Agreement and all disputes, claims or controversies relating to, arising out of, or in connection with this Agreement shall be governed by, by and construed in accordance with, with the laws internal Laws of the State of Delaware applicable to contracts executed in and to be performed in the State of Delaware, without giving effect to any choice of Law or conflict of laws provision Laws rules or rule provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
Appears in 7 contracts
Samples: Asset Purchase Agreement (Digital Media Solutions, Inc.), Lock Up Agreement (Khosla Ventures Acquisition Co. II), Asset Purchase Agreement (Digital Media Solutions, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect Delaware applicable to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than contracts executed and fully performed within the State of Delaware.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Si Technologies Inc), Agreement and Plan of Merger (Autotote Corp), Agreement and Plan of Merger (Scott Technologies Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) principles that would cause result in the application of the Laws law of any jurisdiction other than the State of Delawarestate.
Appears in 7 contracts
Samples: Iv Agreement and Plan of Merger (Hewlett Packard Co), Iv Agreement and Plan of Merger (Opsware Inc), Agreement and Plan of Merger (Covad Communications Group Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within that state, without giving effect to regardless of the laws that might otherwise govern under any choice or applicable conflict of laws provision or rule (whether principles, except to the extent the provisions of the State laws of Delaware or any other jurisdiction) that would cause Bermuda are mandatorily applicable to the application of the Laws of any jurisdiction other than the State of DelawareMerger.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (OneBeacon Insurance Group, Ltd.), Agreement and Plan of Merger (Validus Holdings LTD), Agreement and Plan of Merger (Aspen Insurance Holdings LTD)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, Delaware without giving effect to any choice or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws laws of any jurisdiction other than those of the State of Delaware.
Appears in 7 contracts
Samples: Shareholders Agreement (Sapphire Holding S.a r.l.), Shareholders Agreement (WillScot Corp), Shareholders Agreement
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) principles that would cause result in the application of the Laws Law of any jurisdiction other than the State of Delawarejurisdiction.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Newfield Exploration Co /De/), Agreement and Plan of Merger (Waste Connections, Inc.), Agreement and Plan of Merger (Willis Group Holdings PLC)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect regard to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawareprinciples.
Appears in 6 contracts
Samples: Registration Rights Agreement (Blue Bird Corp), Registration Rights Agreement (Hennessy Capital Acquisition Corp.), Stockholders Agreement (Talecris Biotherapeutics Holdings Corp.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether regardless of the State laws that might otherwise govern under applicable principles of Delaware or any other jurisdiction) that would cause the application conflicts of the Laws of any jurisdiction other than the State of Delawarelaw thereof.
Appears in 6 contracts
Samples: Tender and Voting Agreement (On Semiconductor Corp), Tender and Voting Agreement (Intersil Corp/De), Tender and Voting Agreement (On Semiconductor Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, Delaware without giving effect to any choice or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than those of the State of Delaware.
Appears in 6 contracts
Samples: Tender and Voting Agreement (Westway Group, Inc.), Tender and Voting Agreement (Bishop Infrastructure III Acquisition Company, Inc.), Tender and Voting Agreement (Bishop Infrastructure III Acquisition Company, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed byconstrued, performed and construed enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to any choice or conflict the principles of conflicts of laws provision or rule (whether thereof. The Parties hereto irrevocably consent to the exclusive jurisdiction of, the federal and state courts of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelocated in Wilmington, Delaware for such purpose.
Appears in 6 contracts
Samples: Contribution Agreement (Synergy CHC Corp.), Contribution Agreement (Synergy CHC Corp.), Contribution Agreement (Synergy CHC Corp.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (First Midwest Bancorp Inc), Agreement and Plan of Merger (Webster Financial Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Transgenomic Inc), Second Amendment to Agreement and Plan of Merger (Transgenomic Inc), Call Option Agreement (Rimer Mark)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether Laws of the State of Delaware or any other jurisdiction) without regard to the principles of conflicts of law that would cause the application of the Laws law of any jurisdiction other than those of the State of Delaware.
Appears in 5 contracts
Samples: Rollover Agreement (Silver Lake West HoldCo, L.P.), Rollover Agreement (Silver Lake West HoldCo, L.P.), Rollover Agreement (Emanuel Ariel)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of law thereof (except that matters relating to the fiduciary duties of the Board of Directors of the Company shall be subject to the laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of DelawareMaryland).
Appears in 5 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (First Connecticut Bancorp, Inc.), Agreement and Plan of Merger (Mb Financial Inc /Md)
Governing Law; Jurisdiction. (a) This The construction, interpretation and performance of this Agreement shall be governed by, and construed in accordance with, by the laws of the State of Delaware. Any and all disputes which may arise between the Parties as a result of or in connection with this Agreement, without giving effect to any choice its interpretation, performance or conflict of laws provision or rule (whether breach shall be brought and enforced in the courts of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State state of Delaware.
Appears in 5 contracts
Samples: Stock Repurchase Agreement (Optex Systems Holdings Inc), Stock Purchase Agreement (Optex Systems Holdings Inc), Note Satisfaction Agreement (Optex Systems Holdings Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, without giving effect to any choice or conflict regardless of the laws that might otherwise govern under applicable principles of conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarethereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (American Safety Razor Co), Agreement and Plan of Merger (Coinmach Laundry Corp), Agreement and Plan of Merger (CLC Acquisition Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or regardless of the laws that might otherwise govern under applicable principles of conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarethereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (CIPAR Inc.), Agreement and Plan of Merger (Glaxosmithkline PLC), Agreement and Plan of Merger (Cohesant Technologies Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws The law of the State of Delaware, without giving effect regard to any choice or conflict its conflicts of laws provision or rule (whether law principles, shall govern the validity of this Agreement, the construction and interpretation of its terms, the organization and internal affairs of the State of Delaware or any other jurisdiction) that would cause Company and the application of the Laws limited liability of any jurisdiction managers, Member(s) and other than the State of Delawareowners.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (QualityTech, LP), Limited Liability Company (TC3 Health, Inc.), Operating Agreement (Apollo Global Management LLC)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware, except that matters related to the fiduciary obligations of the Company Board shall be governed by the laws of the State of North Carolina.
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect to Delaware excluding any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause law rules which may direct the application of the Laws law of any jurisdiction other than the State of Delawareanother state.
Appears in 5 contracts
Samples: Master Commercial Supply Agreement (Trevena Inc), Commercial Manufacturing Agreement (Corcept Therapeutics Inc), Commercial Manufacturing Agreement (Corcept Therapeutics Inc)
Governing Law; Jurisdiction. (a) This Agreement shall will be governed by, by and construed interpreted in accordance with, with the laws of the State of Delaware, Delaware without giving effect regard to any choice or the principles of conflict of laws provision or rule (whether laws. The parties hereto hereby submit to the exclusive jurisdiction of the United States federal and state courts located in the State of Delaware with respect to any dispute arising under this Agreement, the agreements entered into in connection herewith or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawaretransactions contemplated hereby or thereby.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Micro Therapeutics Inc), Securities Purchase Agreement (Aksys LTD), Securities Purchase Agreement (Daisytek International Corporation /De/)
Governing Law; Jurisdiction. (a) This Agreement shall be governed byconstrued, performed, and construed enforced in accordance with, and governed by, the internal laws of the State of Delaware, without giving effect to any choice or conflict the principles of conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarethereof.
Appears in 4 contracts
Samples: Subscription Escrow Agreement (Gladstone Commercial Corp), Subscription Escrow Agreement (GLADSTONE LAND Corp), Subscription Escrow Agreement (GLADSTONE LAND Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) principles that would cause result in the application of the Laws Law of any jurisdiction other than the State of Delawarejurisdiction.
Appears in 4 contracts
Samples: Earnout Agreement (WillScot Corp), Stock Purchase Agreement (Double Eagle Acquisition Corp.), Earnout Agreement (Target Hospitality Corp.)
Governing Law; Jurisdiction. (a) This Agreement and all claims and causes of action based upon, arising out of or in connection herewith shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect regard to any choice or conflict Laws that may be applicable under conflicts of laws provision or rule principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
Appears in 4 contracts
Samples: Tender and Support Agreement (Science 37 Holdings, Inc.), Tender and Support Agreement (Science 37 Holdings, Inc.), Tender and Support Agreement (Science 37 Holdings, Inc.)
Governing Law; Jurisdiction. (a) This Agreement and any matters or disputes relating thereto shall be governed by, and construed in accordance with, the laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely within that State, without giving effect to regardless of the laws that might otherwise govern under any choice or applicable conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawareprinciples.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (MyoKardia, Inc.), Support Agreement (Soliton, Inc.), Tender and Support Agreement (Bristol Myers Squibb Co)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws Laws of the State of Delaware, Delaware without giving effect regard to any choice or conflict of laws provision or rule (whether the Laws of the State of Delaware or any other jurisdiction) jurisdiction that would cause call for the application of the Laws substantive laws of any jurisdiction other than Delaware. This Agreement is entered into in express reliance by the State Parties on Section 2708 of DelawareTitle 6 of the Delaware Code.
Appears in 4 contracts
Samples: Equity Interest Purchase Agreement (American Realty Capital Properties, Inc.), Equity Interest Purchase Agreement (American Realty Capital Trust V, Inc.), Equity Interest Purchase Agreement (American Realty Capital Healthcare Trust Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware, Delaware without giving effect reference to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw rules.
Appears in 4 contracts
Samples: Registration Rights Agreement (I2 Telecom International Inc), Registration Rights Agreement (I2 Telecom International Inc), Registration Rights Agreement (I2 Telecom International Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to any choice or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) principles that would cause result in the application of the Laws law of any jurisdiction other than the State of Delawarestate.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Redback Networks Inc), Agreement and Plan of Merger (Ericsson Lm Telephone Co), Agreement and Plan of Merger (World Air Holdings, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to or application of any choice or of Delaware’s conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw rules.
Appears in 4 contracts
Samples: Marketing and Sales Distribution Alliance Agreement (Novadaq Technologies Inc), Marketing and Sales Distribution Alliance Agreement (Novadaq Technologies Inc), Marketing and Sales Distribution Alliance Agreement (Novadaq Technologies Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to any choice or conflict regardless of the laws that might otherwise govern under applicable principles of conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarethereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Danaher Corp /De/), Agreement and Plan of Merger (Sybron Dental Specialties Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) principles that would cause result in the application of the Laws Law of any jurisdiction other than jurisdiction, except to the State extent that the law of Delawarethe Republic of the Xxxxxxxx Islands is mandatorily applicable to the transactions contemplated hereby.
Appears in 3 contracts
Samples: Limited Liability Company Interest (Teekay LNG Partners L.P.), Limited Liability Company Interest (Teekay Corp), Purchase Agreement (Teekay Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws laws of any jurisdiction other than the State of Delaware, except that matters related to the fiduciary obligations of the Company Board and matters that are specifically required by the WBCA in connection with the Transactions shall be governed by the laws of the State of Washington.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, without giving effect to any choice or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that law principles which would cause result in the application of the Laws substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted. The exclusive jurisdiction for the resolution of any jurisdiction other than conflicts regarding this Agreement shall be in the State courts of Delaware. This exclusive jurisdiction is a material provision to this Agreement.
Appears in 3 contracts
Samples: Regristration Rights Agreement (Pinecrest Investment Group Inc), Registration Rights Agreement (Pinecrest Investment Group Inc), Registration Rights Agreement (Milwaukee Iron Arena Football, Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict the conflicts of laws provision or rule (whether law rules of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawaresuch state.
Appears in 3 contracts
Samples: Asset Purchase and Collaboration Agreement (XRpro Sciences, Inc.), Asset Purchase Agreement (Cerner Corp /Mo/), Asset Purchase Agreement (Vitalworks Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, construed and construed enforced in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw principles.
Appears in 3 contracts
Samples: Investment Agreement (New York Community Bancorp, Inc.), Investment Agreement (New York Community Bancorp, Inc.), Investment Agreement (New York Community Bancorp, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be construed under and governed by, and construed in accordance with, by the internal laws of the State state of Delaware, Delaware without giving effect regard to any choice or its conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawareprovisions.
Appears in 3 contracts
Samples: Stockholders’ Agreement (Universal Access Global Holdings Inc), Voting Agreement (Universal Access Global Holdings Inc), Voting Agreement (Universal Access Global Holdings Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws Laws (as defined in the Merger Agreement) of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw principles.
Appears in 3 contracts
Samples: Stockholder Rights Agreement (Assurant Inc), Shareholder Rights Agreement (Assurant Inc), Stockholder Rights Agreement (Assurant Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any choice or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws laws of any jurisdiction other than the State of Delaware.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Raven Acquisition Corp.), Agreement and Plan of Merger (Tektronix Inc), Agreement and Plan of Merger (Danaher Corp /De/)
Governing Law; Jurisdiction. (a) This Agreement, and all legal actions, suits or proceeding (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof shall be governed by, by and construed in accordance with, with the laws Law of the State of Delaware, without giving effect regard to any choice Laws or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) principles thereof that would cause result in the application of the Laws of any jurisdiction other jurisdiction. The Parties expressly waive any right they may have, now or in the future, to demand or seek the application of a governing Law other than the Law of the State of Delaware.
Appears in 3 contracts
Samples: Tax Matters Agreement (Upjohn Inc), Tax Matters Agreement (Viatris Inc), Tax Matters Agreement (Upjohn Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, exclusively by and construed in accordance with, according to the laws of the State of Delaware, without giving effect as applied to any choice or conflict of laws provision or rule (whether of the State contracts between residents of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of entered into and to be performed entirely within Delaware.
Appears in 3 contracts
Samples: Indemnification Agreement (Cooper-Standard Holdings Inc.), Indemnification Agreement (Cooper-Standard Holdings Inc.), Form of Indemnification Agreement (Domtar CORP)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of Delaware, without giving effect regard to any choice or its conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawareprinciples.
Appears in 3 contracts
Samples: Supply and Distribution Agreement (O2diesel Corp), D Agreement (Dyadic International Inc), Commercial Agreement (O2diesel Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware without giving effect regard to any choice or conflict of laws provision or rule (whether conflicts of the State of Delaware or any other jurisdiction) laws provisions thereof that would cause require the application of the Laws laws of any jurisdiction other than jurisdiction, except to the State extent that mandatory principles of DelawareDelaware law may apply.
Appears in 3 contracts
Samples: Sharing Agreement (VirnetX Holding Corp), Gabriel License Agreement (VirnetX Holding Corp), Gabriel License Agreement (VirnetX Holding Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict regardless of the laws that might otherwise govern under applicable principles of conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarethereof.
Appears in 3 contracts
Samples: Support Agreement (ConversionPoint Holdings, Inc.), Support Agreement (Inuvo, Inc.), Support Agreement (ConversionPoint Holdings, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether Law of the State of Delaware or any other jurisdiction) that would cause the application regardless of the Laws Law that might otherwise govern under applicable principles of any jurisdiction other than the State conflicts of Delawarelaws thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Salix Pharmaceuticals LTD), Agreement and Plan of Merger (Audentes Therapeutics, Inc.), Agreement and Plan of Merger (Ocata Therapeutics, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, under the laws of the State of Delaware, Delaware (without giving effect reference to any choice or conflict the conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawareprovisions thereof).
Appears in 3 contracts
Samples: Executive Stockholders Agreement (Samsonite Corp/Fl), Executive Stockholders Agreement (Samsonite Corp/Fl), Executive Stockholders Agreement (Ontario Teachers Pension Plan Board)
Governing Law; Jurisdiction. (a) a. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw principles.
Appears in 3 contracts
Samples: Voting and Support Agreement (Concentrix Corp), Voting Agreement (Synnex Corp), Voting and Support Agreement (De Agostini Spa)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, without giving effect regard to any choice or conflict conflicts of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that which would cause require the application of the Laws law of any jurisdiction other than the State of Delawarejurisdiction.
Appears in 3 contracts
Samples: Voting Agreement (Samsonite Corp/Fl), Voting Agreement (Acof Management Lp), Stockholders Agreement (Samsonite Corp/Fl)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to any choice or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware.
Appears in 3 contracts
Samples: Voting and Support Agreement (Dynaresource Inc), Voting and Support Agreement (Diepholz Koy W), Voting Agreement (Alliqua Holdings, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws Laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of DelawareLaw.
Appears in 3 contracts
Samples: Stockholders Agreement (Cit Group Inc), Agreement and Plan of Merger (Stonegate Mortgage Corp), Strictly Confidential Execution (Cit Group Inc)
Governing Law; Jurisdiction. (a) This The interpretation and construction of this Agreement shall be governed by, and construed in accordance with, by the laws of the State of Delaware, without giving effect Delaware excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to any choice or conflict the substantive law of laws provision or rule (whether of the State of Delaware or any other another jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
Appears in 3 contracts
Samples: Distribution Agreement (Prometheus Laboratories Inc), Distribution Agreement (Prometheus Laboratories Inc), Distribution Agreement (Prometheus Laboratories Inc)
Governing Law; Jurisdiction. (a) This Except as required by the mandatory provisions of the CGCL and the DGCL, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) principles that would cause result in the application of the Laws law of any jurisdiction other than the State of Delawarestate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (New 360), Agreement and Plan of Merger and Reorganization (DG FastChannel, Inc), Agreement and Plan of Merger and Reorganization (Point 360)
Governing Law; Jurisdiction. (a) This Agreement shall will be governed by, by and construed interpreted in accordance with, with the laws of the State of Delaware, Delaware without giving effect regard to any choice or the principles of conflict of laws provision or rule (whether laws. The parties hereto hereby submit to the exclusive jurisdiction of the United States federal and state courts located in the State of Delaware with respect to any dispute arising under this Agreement or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawaretransactions contemplated hereby or thereby.
Appears in 3 contracts
Samples: Subscription Agreement (China Eco-Hospitality Operations, Inc), Securities Purchase Agreement (Cypress Bioscience Inc), Securities Purchase Agreement (Cypress Bioscience Inc)
Governing Law; Jurisdiction. (a) This Agreement agreement shall be governed by, construed and construed enforced in accordance with, with and governed by the laws of the State of Delaware, without giving effect regard to any choice or the conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawareprinciples thereof.
Appears in 3 contracts
Samples: Loan Sale Agreement (Upstart Holdings, Inc.), Loan Sale Agreement (Upstart Holdings, Inc.), Loan Sale Agreement (Upstart Holdings, Inc.)
Governing Law; Jurisdiction. (a) This Except as required by the mandatory provisions of the DGCL, this Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to any choice or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) principles that would cause result in the application of the Laws law of any jurisdiction other than the State of Delawarestate.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gentiva Health Services Inc), Agreement and Plan of Merger (Odyssey Healthcare Inc), Agreement and Plan of Merger (Advance America, Cash Advance Centers, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, according to the laws of the State of Delaware, without giving effect regard to any choice or the conflict of laws provision provisions thereof. Any dispute arising under or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than in relation to this Agreement shall be resolved in a competent court in the State of Delaware, and each of the parties hereby submits irrevocably to the exclusive jurisdiction of such court.
Appears in 3 contracts
Samples: Restructuring Agreement (Boston Life Sciences Inc /De), Restructuring and Exchange Agreement (Oaktree Capital Management LLC), Restructuring and Exchange Agreement (Collagenex Pharmaceuticals Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, without giving effect Delaware with respect to any choice dispute arising under or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarein connection with this Agreement.
Appears in 3 contracts
Samples: Investment Advisory and Management Agreement (Clough Global Opportunities Fund), Investment Advisory and Management Agreement (Clough Global Equity Fund), Investment Advisory and Management Agreement (Clough Global Dividend & Income Fund)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, construed and construed enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware, Delaware without giving effect regard to any choice or conflict of laws provision or rule (whether laws. The Company and Purchaser each hereby irrevocably submit to the nonexclusive jurisdiction of any court of the State of Delaware or any other jurisdiction) that would cause Delaware, both state and federal, for the application of the Laws purpose of any jurisdiction suit, action or other than the State proceeding arising out of Delawarethis Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Genome Therapeutics Corp), Stock Purchase Agreement (Genome Therapeutics Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether The Laws of the State of Delaware (without giving effect to its conflicts of law principles) govern this Agreement and all matters arising out of or relating to this Agreement and any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of DelawareTransactions, including its negotiation, execution, validity, interpretation, construction, performance and enforcement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opgen Inc), Agreement and Plan of Merger (Liposcience Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of law (except that matters under this Agreement relating to the fiduciary duties of the Board of Directors of the Company shall be determined in accordance with the laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of DelawareNew Jersey).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Two River Bancorp), Agreement and Plan of Merger (Oceanfirst Financial Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of law principles (except that matters relating to the fiduciary duties of the Board of Directors of Company shall be governed by the laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause Washington and matters relating to the application fiduciary duties of the Laws Board of any jurisdiction other than Directors of Parent shall be subject to the laws of the State of Delaware).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HomeStreet, Inc.), Agreement and Plan of Merger (Firstsun Capital Bancorp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware without giving effect to any choice or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarejurisdiction.
Appears in 2 contracts
Samples: Tender and Voting Agreement (Brigham Exploration Co), Tender and Voting Agreement (Statoil Asa)
Governing Law; Jurisdiction. (a) This Agreement shall be governed byconstrued, performed and construed enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to any choice or conflict the principles of conflicts of laws provision or rule (whether thereof. The Parties hereto irrevocably consent to the jurisdiction of, the federal and state courts of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelocated in Wilmington, Delaware for such purpose.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Synergy Strips Corp.), Asset Purchase Agreement (Synergy CHC Corp.)
Governing Law; Jurisdiction. (a) This Agreement and all disputes or controversies arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws internal Laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) law principles that would cause result in the application of the Laws of any jurisdiction other than another jurisdiction, provided that the State Laws of Delawarethe United States shall govern the consummation of the Bank Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Merchants Bancshares Inc), Agreement and Plan of Merger (Community Bank System, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed and enforced in accordance with, with the internal laws of the State of Delaware, without giving effect regard to any choice or conflict the principles of laws provision or rule (whether conflicts of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw thereof.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Kite Pharma, Inc.), Investors’ Rights Agreement (Kite Pharma, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, according to the laws of the State of Delaware, without giving effect regard to any choice or the conflict of laws provision provisions thereof. Any dispute arising under or rule (whether in relation to this Agreement shall be resolved exclusively in the United States federal and state courts of the State of Delaware or any other jurisdiction) that would cause the application Delaware, and each of the Laws parties hereby submits irrevocably to the exclusive jurisdiction of any jurisdiction other than the State of Delawaresuch court.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Borderfree, Inc.), Investors’ Rights Agreement (Borderfree, Inc.)
Governing Law; Jurisdiction. (a) This Agreement Agreement, and any Action, dispute or other controversy arising out of or relating hereto shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw principles thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neff Corp), Agreement and Plan of Merger (United Rentals North America Inc)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any applicable principles of conflicts of law or choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) law that would cause the application of the Laws law of any other jurisdiction other than (except that matters relating to the fiduciary duties of the Board of Directors of Parent shall be subject to the laws of the State of DelawareOhio).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keycorp /New/), Agreement and Plan of Merger (First Niagara Financial Group Inc)
Governing Law; Jurisdiction. (a) This Agreement shall will be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect to any choice of law principles or conflict conflicts of laws provision or rule law rules (whether of the State of Delaware or any other jurisdiction) that would cause result in the application of the Laws substantive or procedural laws of any other jurisdiction other than and, as applicable the State federal laws of Delawarethe United States.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Venturi Partners Inc), Registration Rights Agreement (Venturi Partners Inc)
Governing Law; Jurisdiction. (a) This Agreement and all disputes, claims or controversies relating to, arising out of, or in connection with this Agreement shall be governed by, by and construed in accordance with, with the laws internal Laws of the State of Delaware without regard to the Laws of any other jurisdiction that might be applied because of the conflicts of Laws rules of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Orthopediatrics Corp), Share Purchase Agreement (Orthopediatrics Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance withwith the internal, the substantive laws of the State of DelawareDelaware applicable to agreements entered into and to be performed solely within such state, without giving effect regard to any choice or conflict applicable conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw principles.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SOUTH STATE Corp), Agreement and Plan of Merger (Atlantic Capital Bancshares, Inc.)
Governing Law; Jurisdiction. (a) This Agreement Note shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawareprinciples thereof.
Appears in 2 contracts
Samples: License Agreement (Cerulean Pharma Inc.), Convertible Promissory Note Agreement (Arrowhead Research Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to any choice or conflict the conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that Law principles thereof insofar as such Laws would cause otherwise result in the application of the Laws of any jurisdiction other than the State of Delawareanother state.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Tribune Publishing Co), Separation and Distribution Agreement (Tribune Publishing Co)
Governing Law; Jurisdiction. (ai) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether Laws of the State of Delaware or any other jurisdiction) applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law rules of such State, except to the extent that would cause the application of DGCL mandatorily applies to the Laws of any jurisdiction other than the State of Delawarevoting and proxy provisions hereof.
Appears in 2 contracts
Samples: Voting Agreement (Cooper Companies Inc), Voting Agreement (Ocular Sciences Inc /De/)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws domestic Laws of the State of Delaware, without giving effect to any choice of law or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of State of Delaware.
Appears in 2 contracts
Samples: Loan Termination Agreement (ARC Group Worldwide, Inc.), Loan Termination Agreement
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws, but not the laws pertaining to choice or conflicts of laws, of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.
Appears in 2 contracts
Samples: Stock Repurchase and Release Agreement (Advanced Cell Technology, Inc.), Stock Repurchase and Release Agreement (Advanced Cell Technology, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect to any choice or conflict of laws law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws laws of any jurisdiction other than the State of Delaware, except to the extent that the Oregon Business Corporation Act, as amended, or other Oregon corporation law necessarily governs.
Appears in 2 contracts
Samples: Tender and Support Agreement (Nery Capital Partners, L.P.), Tender and Support Agreement (Infocus Corp)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of law thereof (except that matters relating to the fiduciary duties of the Board of Directors of the Company shall be subject to the laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of DelawareColorado).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cobiz Financial Inc), Agreement and Plan of Merger (Bok Financial Corp Et Al)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict applicable conflicts of law principles (except that matters relating to the fiduciary duties of the Board of Directors of FIBK shall be subject to the laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of DelawareMontana).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Interstate Bancsystem Inc), Agreement and Plan of Merger (Great Western Bancorp, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, without giving effect regard to any choice or conflict of law principles that would result in the application of any law other than the laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause Delaware. The parties hereby consent to the application jurisdiction of the Laws of any jurisdiction other than state and federal courts situated within the State of Delaware.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kamin Peter H), Stock Purchase Agreement (Ampersand 2006 L P)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware without giving effect regard to any applicable principles of choice of law or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawarelaw.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Q2 Holdings, Inc.), Asset Purchase Agreement (Q2 Holdings, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) principles that would cause result in the application of the Law of any other jurisdiction; provided, however, that corporate law matters related to the Company shall, to the extent required by applicable Law, be governed by, and construed in accordance with, the Laws of any jurisdiction other than the State of DelawareSwitzerland.
Appears in 2 contracts
Samples: Shareholder’s Agreement (Bungeltd), Shareholder’s Agreement (Bungeltd)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without giving effect to any choice or conflict conflicts of laws provision or rule (whether of the State of Delaware or any other jurisdiction) Laws principles that would cause result in the application of the Laws Law of any jurisdiction other than the State of Delawarestate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Zoom Video Communications, Inc.)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware, except that matters related to the fiduciary obligations of the Company Board and matters that are specifically required by the URBCA in connection with the Transactions shall be governed by the laws of the State of Utah.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Questar Corp), Agreement and Plan of Merger (Dominion Resources Inc /Va/)
Governing Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of DelawareDelaware (except for mandatory effects of Florida or Arkansas law relating to the Merger or the Bank Merger, as applicable), without giving effect regard to any choice or conflict the conflicts of laws provision or rule (whether law rules of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delawaresuch state.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bank of the Ozarks Inc), Agreement and Plan of Merger (C1 Financial, Inc.)
