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 412 contracts
Samples: Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Tender and Support Agreement (Alpine Immune Sciences, Inc.), Tender and Support Agreement (Alpine Immune Sciences, 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 374 contracts
Samples: Support Agreement (Lattice Semiconductor Corp), Acquisition Agreement (Rally Software Development Corp), Agreement and Plan of Merger (Maxim Pharmaceuticals 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 327 contracts
Samples: Rights Agreement (New Commerce One Holding Inc), Agreement and Plan of Merger (Foxhollow Technologies, Inc.), Agreement and Plan of Merger (Opinion Research 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 under applicable principles of conflicts of laws thereoflaw.
Appears in 191 contracts
Samples: Investors’ Rights Agreement (Aperion Biologics, Inc.), Adoption Agreement (Zoom Technologies Inc), Investors’ Rights Agreement (Akebia Therapeutics, 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 thereof.
Appears in 144 contracts
Samples: Agreement and Plan of Merger (Commscope Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Indevus 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 law thereof.
Appears in 107 contracts
Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Aratana Therapeutics, Inc.), Investor Rights Agreement (Superior Consultant Holdings Corp)
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 92 contracts
Samples: Voting Agreement (TRI Pointe Homes, Inc.), It Services Agreement (KLX Inc.), Unit Purchase Agreement (Equitrans Midstream Corp)
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 76 contracts
Samples: Grant Agreement (Arena Pharmaceuticals Inc), Restricted Stock Unit Grant Agreement (Arena Pharmaceuticals Inc), 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 60 contracts
Samples: Limited Liability Company Agreement (Dynegy Inc.), Agreement and Plan of Merger (Caterpillar Inc), Agreement and Plan of Merger (Filenet 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 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 Option Agreement (Net Perceptions Inc), Stock Option Agreement (Net Perceptions Inc), Stock Option Agreement (Pc 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 thereoflaws.
Appears in 49 contracts
Samples: Investors’ Rights Agreement (Arcutis Biotherapeutics, Inc.), Agreement and Plan of Merger (Accelrys, Inc.), Investors’ Rights Agreement (Remitly Global, 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: Agreement and Plan of Merger (On Semiconductor Corp), Agreement and Plan of Merger and Reorganization (On Semiconductor Corp), Agreement and Plan of Merger (Brookstone Inc)
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: Agreement and Plan of Reorganization (Endeavor Acquisition Corp.), Agreement and Plan of Merger (Rhapsody Acquisition Corp.), Membership Interest Purchase Agreement (Union Street Acquisition 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 (WHITEWAVE FOODS Co), Registration Rights Agreement (Freescale Semiconductor Inc), Registration Rights Agreement (Motorola 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 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 and Reorganization (Quantum Corp /De/), Agreement and Plan of Reorganization (Avanex Corp), Agreement and Plan of Merger (Tibco Software Inc)
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 (Cfoex), 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 (Silver Bay Realty Trust Corp.), Contribution Agreement (Two Harbors Investment Corp.), Contribution Agreement (Silver Bay Realty Trust 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: Agreement and Plan of Merger (Bway Corp), Agreement and Plan of Merger (JLM Industries Inc), Mutual Support Agreement (Newcastle Partners L P)
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: Merger Agreement and Plan of Reorganization (Ascend Acquisition Corp.), Merger Agreement and Plan of Reorganization (Kitara Media Corp.), Agreement and Plan of Reorganization (Northern Star Investment Corp. II)
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: Stock Option Agreement (Answerthink Consulting Group Inc), Stock Option Agreement (Software Com Inc), Stock Option Agreement (McKesson Corp)
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), Restricted Incentive 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: Voting Agreement (Virgin Mobile USA, Inc.), Voting Agreement (Virgin Mobile USA, Inc.), Offer Agreement (Earthlink 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 other than the laws that might otherwise govern under applicable principles of conflicts conflict of laws principles thereof.
Appears in 22 contracts
Samples: Incentive Stock Option Grant Agreement (Regeneration Technologies Inc), Stock Option Grant Agreement (WSB Holdings Inc), Nonstatutory Stock Option Grant Agreement (Ic Isaacs & Co 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 (BTP Acquisition Company, LLC), Support Agreement (Image Entertainment Inc), Support Agreement (BTP Acquisition Company, LLC)
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 (Earth Technology Corp Usa), Agreement and Plan of Merger (Sterling Software Inc), Agreement and Plan of Merger (Panchos Mexican Buffet Inc /De)
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, 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: Agreement and Plan of Merger (Otsuka Holdings Co., Ltd.), Contingent Value Rights Agreement (Ligand Pharmaceuticals Inc), Agreement and Plan of Merger (LKQ Corp)
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 Holdings, Inc.), Agreement and Plan of Merger (Language Line Costa Rica, LLC), Agreement and Plan of Merger (Learn2 Com 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 19 contracts
Samples: Agreement and Plan of Merger (Prevail Therapeutics Inc.), Agreement and Plan of Merger (TESARO, Inc.), Agreement and Plan of Merger (Habit Restaurants, Inc.)
Governing Law. This Agreement and all disputes hereunder shall be governed by, by and construed and 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 17 contracts
Samples: Voting Agreement (Empire Resorts Inc), Voting Agreement (Empire Resorts Inc), Voting Agreement (Empire Resorts 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 (Southwestern Energy Co), Agreement and Plan of Merger (Allis Chalmers Energy Inc.), Agreement and Plan of Merger (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), Separation and Distribution Agreement (C Cube Semiconductor 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 matters of validity, construction, effect, performance and remedies.
Appears in 15 contracts
Samples: Stock Purchase Agreement (XPO Logistics, Inc.), Agreement and Plan of Merger (Charles River Laboratories International Inc), Agreement and Plan of Merger (Huron Consulting Group 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: Registration Rights Agreement (Coupa Software Inc), Agreement and Plan of Merger (Coupa Software Inc), Agreement and Plan of Merger (Rf Monolithics Inc /De/)
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: Asset Purchase Agreement (National Research Corp), Asset Purchase Agreement (Navisite Inc), Stock Purchase Agreement (Massive Interactive, Inc.)
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 (AbbVie Inc.), Separation and Distribution Agreement (Emergent BioSolutions Inc.), Separation and Distribution Agreement (Baxalta 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 (Smtek International Inc), Agreement and Plan of Merger (Electronics Boutique Holdings 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 thereof.
Appears in 14 contracts
Samples: Voting Agreement (Iomai Corp), Registration Rights Agreement (Archstone Consulting LLC), Agreement and Plan of Merger (Transunion 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 13 contracts
Samples: Stock Purchase Agreement (Vesta Insurance Group Inc), Stock Purchase Agreement (Vesta Insurance Group Inc), Acquisition Agreement (Alcoa 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 law that might otherwise govern under applicable Delaware principles of conflicts conflict of laws thereoflaws).
Appears in 13 contracts
Samples: Nonstatutory Stock Option Agreement (Cpi Corp), Registration Agreement (BioNeutral Group, Inc), Stock Incentive Plan Stock Option Agreement (Scholastic 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), Stockholders Agreement (Gt Bicycles Inc), Agreement and Plan of Merger (Metromedia International Group 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: Purchase Agreement (Dupont E I De Nemours & Co), Escrow Agreement (Telesciences Inc /De/), Agreement and Plan of Merger (Ingenico S A)
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 (Veridicom International Inc), Indemnity Agreement (Gammacan International Inc), Indemnity Agreement (Gammacan International 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) as to all matters.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Southwest Royalties Inc), Agreement and Plan of Merger (Southwest Royalties Inc), Agreement and Plan of Merger (Southwest Royalties Institutional Income Fund Ix-B Lp)
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: Consulting Agreement (Conmed Healthcare Management, Inc.), Employment Agreement (Patient Infosystems Inc), Employment Agreement (American Caresource Holdings, Inc.)
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 12 contracts
Samples: Management Services Agreement (Virtual Radiologic CORP), Management Services Agreement (Virtual Radiologic CORP), Management Services Agreement (Virtual Radiologic CORP)
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 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 11 contracts
Samples: Voting and Lock Up Agreement (Creative Realities, Inc.), Agreement and Plan of Merger (Bard C R Inc /Nj/), Stockholder Voting Agreement (Knighted Pastures LLC)
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), Form of Stockholder Agreement (Tellabs 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), Securities Purchase Agreement (Catalyst Lighting Group Inc), Exchange Agreement (Applied Spectrum 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 Delaware (other than the laws that might otherwise govern under applicable principles regarding choice of laws and conflicts of laws thereoflaws) as to all matters, including matters of validity, construction, effect, performance and remedies.
Appears in 11 contracts
Samples: Pharmacia Indemnity Agreement (Solutia Inc), Employee Benefits Agreement (Unova Inc), Employee Benefits Agreement (Unova 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 under applicable principles of conflicts of laws thereof.
Appears in 11 contracts
Samples: Asset Purchase Agreement (Boingo Wireless Inc), Indemnification Agreement (Semele Group Inc), Indemnification Agreement (Semele 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 conflict of laws thereoflaws.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (St Louis Riverboat Entertainment Inc), Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (Asiya Pearls, Inc.)
Governing Law. This Agreement Agreement, except as expressly provided herein, shall be governed by, by and construed and interpreted in accordance with, with the 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 10 contracts
Samples: Tax Sharing Agreement (LRAD Corp), Tax Sharing Agreement (CPEX Pharmaceuticals, Inc.), Tax Sharing Agreement (Myriad Pharmaceuticals, 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 but not limited to matters of validity, construction, effect, performance and remedies.
Appears in 9 contracts
Samples: Acquisition Agreement (Tekelec), Stock Purchase Agreement (R H Donnelley Corp), Stock Purchase Agreement (Nco Group 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 (Richton International Corp), Agreement and Plan of Merger (Deere & 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 Actions related hereto), including matters of validity, construction, effect, performance and remedies.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Leo Holdings III Corp.), Registration Rights Agreement (Leo Holdings III Corp.), Agreement and Plan of Merger (Leo Holdings Corp. II)
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: Investor Rights Agreement (Immunome Inc.), Managed Services Agreement (Abri SPAC I, Inc.), Managed Services Agreement (Logiq, 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 (Cubist Pharmaceuticals Inc), Agreement and Plan of Merger (Akari Therapeutics PLC), Agreement and Plan of Merger (Peak Bio, 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: Voting Agreement (Coors Adolph Co), Agreement and Plan of Merger (Highbury Financial Inc), Voting Agreement (Coors Adolph 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 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: Initial Public Offering and Distribution Agreement (Daisytek International Corporation /De/), Offering and Distribution Agreement (Osca Inc), Initial Public Offering and Distribution Agreement (Delphi Automotive Systems Corp)
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 (Canisco Resources Inc)
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.), Tax Allocation Agreement (Hamilton Beach Brands Holding Co), Stockholders’ Agreement (Hyster Yale Materials Handling Inc.)
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 8 contracts
Samples: Professional and Management Services Agreement and License (Virtual Radiologic CORP), Professional and Management Services Agreement and License (Virtual Radiologic CORP), Professional Services Agreement (Virtual Radiologic CORP)
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, 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: Voting and Support Agreement (Matthews International Corp), Agreement and Plan of Merger (Southside Bancshares Inc), Voting and Support Agreement (Schawk Inc)
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 Enhanced Equity Income Fund (F/K/a Old Mutual/Claymore Long-Short Fund)), Fund Accounting Agreement (Guggenheim Taxable Municipal Managed Duration Trust), Fund Accounting Agreement (Guggenheim Strategic Opportunities Fund)
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 (U S Technologies Inc), Voting Agreement (Usv Partners LLC), Stock Election Agreement (U S Technologies 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 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 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: Investor Rights Agreement (Match Group, Inc.), Transaction Agreement (Match Group, Inc.), Tax Matters Agreement (IAC/InterActiveCorp)
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 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 7 contracts
Samples: And Confidentiality Agreement (Photomedex Inc), 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 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 7 contracts
Samples: Call Agreement (Liberty Media Corp), Call Agreement (Magness Kim), Call Agreement (Tele Communications Inc /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).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Cmgi Inc), Tuboscope Stock Option Agreement (Tuboscope Inc /De/), Stock Option Agreement (Cmgi 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), Purchase Agreement (Tecumseh Products Co)
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 (Novamed Inc), Agreement and Plan of Merger (Viropharma Inc), Agreement and Plan of Merger (Glaxosmithkline PLC)
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 (Micromet, Inc.), Tender and Support Agreement (Jive Software, Inc.), Tender and Support Agreement (Hyperion Therapeutics 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, 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 Purchase Agreement (Acorn Factor, Inc.), Asset Purchase Agreement (Lee Enterprises, Inc), Stock and Asset Purchase Agreement (McClatchy Co)
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 Group S.a.r.l.), Agreement and Plan of Merger (Vnus Medical Technologies Inc), Agreement and Plan of Merger (Covidien PLC)
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 Purchase Agreement (Sunbeam Corp/Fl/), Stock Purchase Agreement (Signature Brands Usa Inc), Stock Sale Agreement (First Alert 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, Certificate Authority Subscriber Agreement, Participation Agreement
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 (Rowe Companies), Asset Purchase Agreement (Calpian, Inc.), Asset Purchase Agreement (Ameriserve Food Distribution Inc /De/)
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 (Onesource Information Services Inc), Agreement and Plan of Merger (Best Buy Co Inc), Agreement and Plan of Merger (Infousa Inc)
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, 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: Stockholders Agreement (Bare Escentuals Inc), Management Agreement (Party City Holdings 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, Delaware regardless of the laws that might otherwise govern under applicable principles of its conflicts of laws thereofprinciples.
Appears in 6 contracts
Samples: Schedules and Exhibits (Four Springs Capital Trust), Four Springs Capital Trust, Four Springs Capital Trust
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 thereof.. Section 5.6
Appears in 6 contracts
Samples: Stockholder Agreement (Falcon Products Inc /De/), Stockholder Agreement (Falcon Products Inc /De/), Stockholder Agreement (Falcon Products Inc /De/)
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. (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 6 contracts
Samples: Stockholders’ Agreement (Frost Phillip Md Et Al), Stockholders’ Agreement (Brauser Michael), Stockholders’ Agreement (Schulke Ryan)
Governing Law. This Agreement and all disputes hereunder shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, regardless of Delaware to the laws that might otherwise govern under applicable principles of conflicts of laws thereoffullest extent possible.
Appears in 6 contracts
Samples: Voting Agreement (Dynegy Holdings Inc), Lock Up Agreement (Dynegy Holdings Inc), Voting Agreement (Dynegy Inc /Il/)
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 conflict of laws thereof.
Appears in 6 contracts
Samples: Master Transaction Agreement (Parkway Properties Inc), Agreement and Plan of Merger (Sentigen Holding Corp), Agreement and Plan of Merger (Jones Apparel 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 thereof. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, THE COMPANY, OR SUB IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Proffitts Inc), Form of Voting Agreement (Endo Pharmaceuticals Holdings Inc)
Governing Law. This Agreement and all disputes hereunder shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, regardless including the General Corporation Law of the laws that might otherwise govern under applicable principles State of conflicts of laws thereofDelaware, to the fullest extent possible.
Appears in 5 contracts
Samples: Agreement (Berkman Myles P Et Al), Agreement (Berkman Lillian R), Agreement (Berkman Myles P Et Al)
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, except to the extent that the provisions of the TBOC are applicable, in which case the relevant provisions of the TBOC shall apply.
Appears in 5 contracts
Samples: Voting Agreement (Edelman Financial Group Inc.), Voting Agreement (LEP Summer Holdings LLC), Voting Agreement (LEP Summer Holdings LLC)
