Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 415 contracts
Samples: Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Agreement and Plan of Merger (NGM Biopharmaceuticals Inc), Agreement and Plan of Merger (Kinnate Biopharma Inc.)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 377 contracts
Samples: Agreement and Plan of Merger (Allegro Microsystems, Inc.), Agreement and Plan of Merger (Marrone Bio Innovations Inc), Voting and Standstill Agreement
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 330 contracts
Samples: Plan of Merger (Humbl, Inc.), Agreement and Plan of Merger (KnowBe4, Inc.), Agreement and Plan of Reorganization (FireEye, Inc.)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw.
Appears in 194 contracts
Samples: Sale Agreement (Mode Mobile, Inc.), Voting Agreement (Mode Mobile, Inc.), Voting Agreement (Schrodinger, Inc.)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 95 contracts
Samples: Purchase Agreement (Moodys Corp /De/), Purchase Agreement (NRG Energy, Inc.), Tax Sharing Agreement
Governing Law. This Agreement shall be governed by, and construed interpreted in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts other than its conflict of laws thereofprinciples.
Appears in 80 contracts
Samples: Term Incentive Plan Performance Restricted Stock Unit Grant Agreement (Arena Pharmaceuticals Inc), Restricted Stock Unit Grant Agreement (Arena Pharmaceuticals Inc), Restricted Stock Unit Grant Agreement (Arena Pharmaceuticals Inc)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws Laws thereof.
Appears in 63 contracts
Samples: Agreement and Plan of Merger (HashiCorp, Inc.), Voting and Support Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts to agreements made and to be performed entirely within such state, other than conflict of laws thereofprinciples thereof directing the application of any law other than that of Delaware.
Appears in 57 contracts
Samples: Stock Award Agreement (Cadre Holdings, Inc.), Stock Option Agreement (Cadre Holdings, Inc.), Stock Award Agreement (Black Diamond, Inc.)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws.
Appears in 49 contracts
Samples: Investors’ Rights Agreement (Turo Inc.), Agreement and Plan of Merger (NorthWestern Energy Group, Inc.), Agreement and Plan of Merger (Northwestern Corp)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of Delaware (other than the laws that might otherwise govern under applicable principles regarding choice of laws and conflicts of laws thereofthat would apply the substantive laws of any other jurisdiction) as to all matters, including matters of validity, construction, effect, performance and remedies.
Appears in 44 contracts
Samples: Business Alliance Agreement, Exchange Agreement, Contribution Agreement (Imperial Capital Group, Inc.)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 42 contracts
Samples: Employment Agreement (Mattress Firm Holding Corp.), Agreement and Plan of Merger ('Mktg, Inc.'), Employment Agreement (Mattress Firm Holding Corp.)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereofapplicable thereto.
Appears in 36 contracts
Samples: Registration Rights Agreement (Dean Foods Co), Registration Rights Agreement (WHITEWAVE FOODS Co), Form of Registration Rights Agreement (WHITEWAVE FOODS Co)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of Delaware, Delaware regardless of the laws law that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 36 contracts
Samples: Subscription Agreement (Capitol Investment Corp. IV), Subscription Agreement (Long Blockchain Corp.), Agreement and Plan of Reorganization (Quartet Merger Corp.)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of laws thereoflaw).
Appears in 34 contracts
Samples: Option Agreement (Brigham Exploration Co), Option Agreement (Brigham Exploration Co), Option Agreement (Brigham Exploration Co)
Governing Law. This Agreement shall be governed by, by and construed in ------------- accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 33 contracts
Samples: Agreement and Plan of Merger (Opentv Corp), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Avanex Corp)
Governing Law. This The interpretation, performance and enforcement of this Agreement shall be governed by, by and construed enforced in accordance with, with the laws of the State of Delaware, regardless Delaware (other than its laws respecting choice of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw).
Appears in 29 contracts
Samples: Performance Unit Agreement (Career Education Corp), Performance Unit Agreement (Career Education Corp), Performance Unit Agreement (Career Education Corp)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof).
Appears in 29 contracts
Samples: Mutual Support Agreement (Newcastle Partners L P), Mutual Support Agreement (Retail Ecommerce Ventures LLC), Mutual Support Agreement (Newcastle Partners L P)
Governing Law. This Agreement shall will be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts conflict of laws thereof.
Appears in 29 contracts
Samples: Stock Option Agreement (Franklin Bank Corp), Stock Option Agreement (Cfoex), Stock Option Agreement (Cfoex)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 29 contracts
Samples: Contribution Agreement (Interior Logic Group Holdings, LLC), Contribution Agreement (Interior Logic Group Holdings, LLC), Contribution Agreement (Granite Point Mortgage Trust Inc.)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws internal law of the State of Delaware, Delaware regardless of the laws law that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 27 contracts
Samples: Support Agreement (Maxwell W Keith III), Agreement and Plan of Reorganization (Northern Star Investment Corp. II), Agreement and Plan of Reorganization (Newtown Lane Marketing Inc)
Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of DelawareDelaware (excluding conflict of law rules), regardless including all matters of the laws that might otherwise govern under applicable principles of conflicts of laws thereofconstruction, validity and performance.
Appears in 26 contracts
Samples: Alternative Servicing Agreement, Trust Agreement, Administration Agreement (First Marblehead Corp)
Governing Law. This Agreement shall be governed by, by and construed ------------- in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 25 contracts
Samples: Agreement and Plan of Merger (Ginsburg Scott K), Stock Option Agreement (Software Com Inc), Stock Option Agreement (Software Com Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State state of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of laws thereoflaw).
Appears in 23 contracts
Samples: Performance Unit Agreement (EnLink Midstream, LLC), Performance Unit Agreement (EnLink Midstream, LLC), Performance Unit Agreement (EnLink Midstream, LLC)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.
Appears in 22 contracts
Samples: Asset Purchase Agreement (Pharmaceutical Product Development Inc), Voting Agreement (Sk Telecom Co LTD), Voting Agreement (Virgin Mobile USA, Inc.)
Governing Law. This Agreement shall and the rights of the parties under this Agreement will be governed by, interpreted, and construed enforced in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 21 contracts
Samples: Operating Agreement (Environtech Inc.), Operating Agreement (Environtech Inc.), Operating Agreement (Environtech Inc.)
Governing Law. This Agreement shall be governed by, and ------------- construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Tyco International LTD), Agreement and Plan of Merger (Owens Corning), Agreement and Plan of Merger (Sterling Software Inc)
Governing Law. This Agreement shall will be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Sigilon Therapeutics, Inc.), Agreement and Plan of Merger (Paratek Pharmaceuticals, Inc.), Voting and Support Agreement (Paratek Pharmaceuticals, Inc.)
Governing Law. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 21 contracts
Samples: Support Agreement (Image Entertainment Inc), Support Agreement (Image Entertainment Inc), Voting Agreement (Utstarcom Inc)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw.
Appears in 20 contracts
Samples: Agreement and Plan of Merger (Language Line Costa Rica, LLC), Agreement and Plan of Merger (Language Line Holdings, Inc.), Agreement and Plan of Merger (E Stamp Corp)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 20 contracts
Samples: Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw thereof or of any other jurisdiction.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Montage Resources Corp), Agreement and Plan of Merger (Southwestern Energy Co), Support Agreement (Montage Resources Corp)
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware as to all matters regardless of the laws that might otherwise govern under applicable the principles of conflicts of laws thereofapplicable thereto.
Appears in 16 contracts
Samples: Transition Agreement (Bene Io Inc), Transition Agreement (Bene Io Inc), Master Separation and Distribution Agreement (Hewlett Packard Co)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including matters of validity, construction, effect, performance and remedies.
Appears in 15 contracts
Samples: Registration Rights Agreement (Montana Technologies Corp.), Business Combination Agreement (Slam Corp.), Registration Rights Agreement (Carbon Revolution Public LTD Co)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, under the laws of the State of Delaware, regardless Delaware (irrespective of the laws that might otherwise govern under applicable principles its choice of conflicts of laws thereoflaw principles).
Appears in 15 contracts
Samples: Registration Rights Agreement (Logicvision Inc), Registration Rights Agreement (Logicvision Inc), Plan of Distribution Agreement (Scansoft Inc)
Governing Law. This Agreement shall will be governed by, and construed in accordance with, the internal laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts conflict of laws thereoflaws.
Appears in 15 contracts
Samples: Stock Purchase Agreement (Massive Interactive, Inc.), Asset Purchase Agreement (Navisite Inc), Registration Rights Agreement (La Quinta Properties Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Otonomo Technologies Ltd.), Agreement and Plan of Merger (Simulations Plus, Inc.), Registration Rights Agreement (Coupa Software Inc)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Transunion Corp.), Voting Agreement (Iomai Corp), Registration Rights Agreement (Archstone Consulting LLC)
Governing Law. This Agreement and, unless expressly provided therein, each Ancillary Agreement, shall be governed by, by and construed and interpreted in accordance with, with the laws Laws of the State of Delaware, regardless irrespective of the laws that might otherwise govern under applicable choice of Laws and principles of conflicts the State of laws thereofDelaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.
Appears in 14 contracts
Samples: Separation and Distribution Agreement (Emergent BioSolutions Inc.), Separation and Distribution Agreement (Aptevo Therapeutics Inc.), Separation and Distribution Agreement (Quorum Health Corp)
Governing Law. This Agreement shall be governed by, and construed in accordance with, by the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.
Appears in 14 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Vesta Insurance Group Inc), Stock Purchase Agreement (Vesta Insurance Group Inc)
Governing Law. This Agreement shall is to be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts conflict of laws thereof.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Agreement and Plan of Merger (International Multifoods Corp)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw.
Appears in 13 contracts
Samples: Stock Purchase Agreement (American Dental Partners Inc), Agreement and Plan of Merger (Metromedia International Group Inc), Stockholders Agreement (Monsanto Co)
Governing Law. This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, Delaware (regardless of the laws law that might otherwise govern under applicable Delaware principles of conflicts conflict of laws thereoflaws).
Appears in 13 contracts
Samples: Restricted Stock Unit Agreement (Scholastic Corp), Restricted Stock Unit Agreement (Scholastic Corp), Scholastic Corporation 2011 Stock Incentive Plan Stock Option Agreement (Scholastic Corp)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware as to all matters regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereofapplicable thereto.
Appears in 13 contracts
Samples: General Assignment and Assumption Agreement (C Cube Semiconductor Inc), Assignment and Assumption Agreement (Agilent Technologies Inc), Environmental Matters Agreement (Agilent Technologies Inc)
Governing Law. This Agreement shall be governed by, by and ------------- construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Agfa Corp), Escrow Agreement (Telesciences Inc /De/), Purchase Agreement (Dupont E I De Nemours & Co)
Governing Law. This Agreement shall be governed by, and construed interpreted, construed, and enforced in accordance with, the laws of the State of Delaware, regardless exclusive of the laws that might otherwise govern under applicable principles Delaware’s choice of conflicts of laws thereoflaw provisions and principles.
Appears in 13 contracts
Samples: Management Services Agreement, Management Services Agreement (Virtual Radiologic CORP), Management Services Agreement (Virtual Radiologic CORP)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of Delaware, regardless of the laws law that might otherwise govern be applied under applicable principles of conflicts conflict of laws thereoflaws.
Appears in 12 contracts
Samples: Employment Agreement (Mid Atlantic Medical Services Inc), Employment Agreement (Mid Atlantic Medical Services Inc), Employment Agreement (Mid Atlantic Medical Services Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Creative Realities, Inc.), Voting and Lock Up Agreement (Creative Realities, Inc.), Stockholder Voting Agreement (Element Partners, LLC)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw) as to all matters.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Southwest Royalties Inc), Agreement and Plan of Merger (Southwest Oil & Gas Income Fund X-a Lp), Agreement and Plan of Merger (Southwest Royalties Inc)
Governing Law. This Agreement shall will be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts conflict of laws thereof.
Appears in 12 contracts
Samples: Stockholders Agreement (Official Payments Corp), Opto Circuits (India) LTD, Stockholder Tender Agreement (National Discount Brokers Group Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws State of Delaware and all disputes arising under this Agreement shall be referred to and the parties hereto irrevocably attorn to the jurisdiction of the courts of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 12 contracts
Samples: Indemnity Agreement (Gammacan International Inc), Indemnity Agreement (Gammacan International Inc), Indemnity Agreement (Gammacan International Inc)
Governing Law. This Agreement shall be governed by, construed and construed enforced in accordance with, the laws of the State of Delaware, regardless and venue and jurisdiction for any disputes hereunder shall be heard in any court of the laws that might otherwise govern under applicable principles of conflicts of laws thereofcompetent jurisdiction in Delaware for all purposes.
Appears in 12 contracts
Samples: Employment Agreement (American Caresource Holdings, Inc.), Employment Agreement (Patient Infosystems Inc), Employment Agreement (Careguide Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, USA, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 11 contracts
Samples: Exchange Agreement (Boundless Corp), Agreement and Plan of Merger (Multi Link Telecommunications Inc), Exchange Agreement (Applied Spectrum Technologies Inc)
Governing Law. This Agreement shall will be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles or rules of conflicts of law to the extent such principles or rules are not mandatorily applicable by statute and would require the application of the laws thereofof another jurisdiction).
Appears in 11 contracts
Samples: Stockholders Agreement (PQ Group Holdings Inc.), Board Representation Agreement (Lonestar Resources US Inc.), Stockholders Agreement (Zayo Group Holdings, Inc.)
Governing Law. This Agreement shall be governed by, and construed in accordance in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Oni Systems Corp), Voting Agreement (Concord Efs Inc), Stockholder Support Agreement (Ace LTD)
Governing Law. This Agreement shall be governed by, by and construed exclusively in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles choice of conflicts of laws thereoflaw requirements.
Appears in 11 contracts
Samples: Employment Agreement (Galaxy Dream Corp), Employment Agreement (Galaxy Dream Corp), Employment Agreement (Galaxy Dream Corp)
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, regardless of Delaware (without regard to the laws that might otherwise govern under applicable principles of conflicts conflict of laws thereofthereof or of any other jurisdiction).
Appears in 10 contracts
Samples: Support Agreement (Symmetricom Inc), Support Agreement (Symmetricom Inc), Support Agreement (Symmetricom Inc)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts conflict of laws thereoflaws.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Asiya Pearls, Inc.), Agreement and Plan of Merger (Brista Corp.), Agreement and Plan of Merger (SafeStitch Medical, Inc.)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless Delaware excluding those laws that direct the application of the laws that might otherwise govern under applicable principles of conflicts of laws thereofanother jurisdiction.
Appears in 9 contracts
Samples: Waiver and Amendment Agreement (GTX Inc /De/), Incentive Stock Option Agreement (Fibrogen Inc), Declaration of Registration Rights (Concur Technologies Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters (including Actions related hereto), including matters of validity, construction, effect, performance and remedies.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Leo Holdings Corp. II), Registration Rights Agreement (Leo Holdings Corp. II), Registration Rights Agreement (Flexible Solutions International Inc)
Governing Law. This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (FRS Capital Co LLC), Agreement and Plan of Merger (Deere & Co), Agreement and Plan of Merger (Richton International Corp)
Governing Law. This Agreement shall be governed by, construed and construed enforced in accordance with, with the internal laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw).
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Lectec Corp /Mn/), Agreement and Plan of Merger (American Medical Systems Holdings Inc), Agreement of Purchase and Sale (American Medical Systems Holdings Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw.
Appears in 9 contracts
Samples: Managed Services Agreement (Abri SPAC I, Inc.), Managed Services Agreement (Logiq, Inc.), Investor Rights Agreement (Immunome Inc.)
Governing Law. This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Highbury Financial Inc), Voting Agreement (Coors Adolph Co), Voting Agreement (Coors Adolph Co)
Governing Law. This The provisions of this Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless Delaware (excluding any conflict of law rule or principle that would refer to the laws that might otherwise govern under applicable principles of conflicts of laws thereofanother jurisdiction).
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Sucampo Pharmaceuticals, Inc.), Agreement and Plan of Merger (Celldex Therapeutics, Inc.), Lock Up Agreement (Entellus Medical Inc)
Governing Law. This Agreement and all actions arising under or in connection therewith shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Akari Therapeutics PLC), Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)
Governing Law. This Agreement shall be governed by, and interpreted, construed and enforced in accordance with, the laws of the State of Delaware, regardless exclusive of the laws that might otherwise govern under applicable principles Delaware’s choice of conflicts of laws thereoflaw provisions and principles.
Appears in 9 contracts
Samples: Professional and Management Services Agreement and License, Professional and Management Services Agreement and License (Virtual Radiologic CORP), Professional and Management Services Agreement and License (Virtual Radiologic CORP)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern apply under applicable principles of conflicts of laws law thereof.
Appears in 8 contracts
Samples: And Confidentiality Agreement, And Confidentiality Agreement (Photomedex Inc), And Confidentiality Agreement (Photomedex Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of Delaware (other than the laws that might otherwise govern under applicable principles of regarding conflicts of laws thereoflaws) as to all matters, including matters of validity, construction, effect, performance and remedies.
Appears in 8 contracts
Samples: Separation Agreement (Raytheon Co/), Initial Public Offering and Distribution Agreement (Delphi Automotive Systems Corp), Hughes Spin Off Separation Agreement (He Holdings Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the substantive laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereofapplicable thereto.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc), Agreement and Plan of Merger (Platinum Energy Resources Inc), Securities Purchase Agreement (SCC Investment I Lp)
Governing Law. This Agreement shall be governed by, by and construed and interpreted in accordance with, with the laws Laws of the State of Delaware irrespective of the choice of Laws principles of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 8 contracts
Samples: Shared Services Agreement (Genworth Mortgage Holdings, Inc.), Shared Services Agreement (Genworth Mortgage Holdings, Inc.), Tax Allocation Agreement (Hamilton Beach Brands Holding Co)
Governing Law. This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 8 contracts
Samples: Voting and Support Agreement (Hoshizaki America, Inc.), Agreement and Plan of Merger (Radiologix Inc), Agreement and Plan of Merger (Primedex Health Systems Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, regardless of the laws that might otherwise govern be applicable under applicable principles of conflicts of laws thereoflaw.
Appears in 8 contracts
Samples: Call Agreement, Call Agreement (Liberty Media Corp), Call Agreement (Malone John C)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless excluding those laws that direct the application of the laws that might otherwise govern under applicable principles of conflicts of laws thereofanother jurisdiction.
Appears in 8 contracts
Samples: Information and Registration Rights Agreement, Investor Rights Agreement (Everbridge, Inc.), Investor Rights Agreement (Everbridge, Inc.)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the any laws or legal principles that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 8 contracts
Samples: Stockholder Voting and Support Agreement (ZAIS Group Holdings, Inc.), Stockholder Voting and Support Agreement (ZAIS Group Holdings, Inc.), Shareholder Voting Agreement (Meta Financial Group Inc)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws thereofLaws thereof or that would cause the Laws of any jurisdiction other than the State of Delaware to apply.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Shire PLC), Agreement and Plan of Merger (Viropharma Inc), Agreement and Plan of Merger (Glaxosmithkline PLC)
Governing Law. This Agreement shall be governed by, by and construed and interpreted in accordance with, with the internal laws of the State of Delaware, regardless irrespective of the choice of laws that might otherwise govern under applicable principles of conflicts the State of laws thereofDelaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.
Appears in 7 contracts
Samples: Transaction Agreement (Match Group, Inc.), Tax Matters Agreement (Match Group, Inc.), Tax Matters Agreement (IAC/InterActiveCorp)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereofor law.
Appears in 7 contracts
Samples: Voting and Stock Transfer Restriction Agreement (World Access Inc /New/), Voting and Stock Transfer Restriction Agreement (World Access Inc /New/), Voting and Stock Transfer Restriction Agreement (World Access Inc /New/)
Governing Law. This Agreement shall be governed by, by and construed in ------------- accordance with, with the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of laws thereoflaw).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Cmgi Inc), Stock Option Agreement (Flycast Communications Corp), Tuboscope Stock Option Agreement (Tuboscope Inc /De/)
Governing Law. This Agreement shall be governed by, by and provisions shall be construed in accordance with, with the laws of the State of Delaware, regardless . To the extent that the applicable laws of the laws that might otherwise govern under State of Delaware, or any of the provisions herein, conflict with the applicable principles provisions of conflicts of laws thereofthe 1940 Act, the latter shall control.
Appears in 7 contracts
Samples: Fund Accounting Agreement (Guggenheim Taxable Municipal Managed Duration Trust), Fund Accounting Agreement (Guggenheim Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund)), Fund Accounting Agreement (Guggenheim Energy & Income Fund)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts conflict of laws thereof.
Appears in 7 contracts
Samples: Subscription Agreement, Agreement and Plan of Merger (CIFC Corp.), Subscription Agreement
Governing Law. This Agreement shall will be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts conflict of laws principles thereof.
Appears in 7 contracts
Samples: Stockholders' and Registration Rights Agreement (Felcor Lodging Trust Inc), Agreement and Plan of Merger (BHR North America Inc), ' and Registration Rights Agreement (Felcor Suite Hotels Inc)
Governing Law. (a) This Agreement shall be is governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws Law thereof.
Appears in 7 contracts
Samples: Stockholders’ Agreement, Stockholders’ Agreement (Frost Phillip Md Et Al), Stockholders’ Agreement (Schulke Ryan)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws.
Appears in 7 contracts
Samples: Voting Agreement (On Site Sourcing Inc), Voting Agreement (On Site Sourcing Inc), Stock Election Agreement (U S Technologies Inc)
Governing Law. This Agreement shall be governed byconstrued, and construed the legal relations between the parties determined, in accordance with, with the laws of the State of Delaware, regardless thereby precluding any choice of law rules which may direct the application of the laws that might otherwise govern under applicable principles of conflicts of laws thereofany other jurisdiction.
Appears in 7 contracts
Samples: Agreement and Plan of Stock Acquisition (Axis Research & Technologies, Inc.), Corporate Combination Agreement (Combined Companies Corp), Merger Agreement (New Jersey Acquisition Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts conflict of laws thereof.
Appears in 7 contracts
Samples: Purchase Agreement (Regal Beloit Corp), Voting Agreement (Walden Vc Ii L P), Contribution and Purchase Agreement (Tecumseh Products Co)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of laws thereoflaw) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Calpian, Inc.), Asset Purchase Agreement (Rowe Companies), Asset Purchase Agreement (Diamond Brands Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of its conflicts of laws thereofprinciples.
Appears in 6 contracts
Samples: Four Springs Capital Trust, Schedules and Exhibits (Four Springs Capital Trust), Four Springs Capital Trust
Governing Law. This Agreement shall be governed by, and construed in accordance with, and all disputes arising out of or in connection with this Agreement or the laws transactions contemplated hereby shall be resolved under, the Law of the State of Delaware, Delaware regardless of the laws Law that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Support Agreement (Harpoon Therapeutics, Inc.), Form of Support Agreement (Kindred Biosciences, Inc.), Form of Support Agreement (Elanco Animal Health Inc)
Governing Law. This Agreement shall be governed by, ; and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (McClatchy Co)
Governing Law. This Agreement and any disputes arising out of or related to this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Altiris Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance withwith Delaware law, regardless of what law might be applied under principles of conflicts of laws, except as that law is superseded by the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereofUnited States.
Appears in 6 contracts
Samples: Severance Agreement (Wilmington Trust Corp), Severance Agreement (Wilmington Trust Corp), Severance Agreement (Wilmington Trust Corp)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Stock and Asset Purchase Agreement (McClatchy Co), Stock Purchase Agreement (Acorn Factor, Inc.), Stock Purchase Agreement (Renegy Holdings, Inc.)
Governing Law. This Agreement and all actions arising under or in connection therewith shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws law thereof, provided, however, that the Laws of the respective jurisdictions of incorporation of each of the parties shall govern the relative rights, obligations, powers, duties and other internal affairs of such party and its board of directors.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Vnus Medical Technologies Inc)
Governing Law. This Agreement shall be governed by, by and construed interpreted in accordance with, with the laws of Delaware, and exclusive venue for any and all disputes under law or jurisprudence hereunder shall lie in the state or federal courts located in the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Certificate Authority Subscriber Agreement, Participation Agreement, incommon.org
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Tender and Support Agreement (Jive Software, Inc.), Tender and Support Agreement (Ikanos Communications, Inc.), Tender and Support Agreement (Hyperion Therapeutics Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Best Buy Co Inc), Agreement and Plan of Merger (Infousa Inc), Agreement and Plan of Merger (Napster Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Acutus Medical, Inc.), Agreement and Plan of Merger (Towers Watson & Co.), Terms agreement (IHS Inc.)
Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 6 contracts
Samples: Guaranty Agreement, Guaranty Agreement, Securities Purchase Agreement (Superior Consultant Holdings Corp)
Governing Law. This Agreement shall be governed by, and construed in accordance with, by the laws law of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of laws thereoflaw) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.
Appears in 6 contracts
Samples: Termination Agreement (Trean Insurance Group, Inc.), Termination Agreement (Trean Insurance Group, Inc.), Management Agreement (Amscan Holdings Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of laws thereoflaw.
Appears in 6 contracts
Samples: Stock Sale Agreement (Sunbeam Corp/Fl/), Stock Purchase Agreement (Sunbeam Corp/Fl/), Stock Purchase Agreement (Sunbeam Corp/Fl/)
