Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Colonnade Acquisition Corp.), Agreement and Plan of Merger (Khosla Ventures Acquisition Co. II), Agreement and Plan of Merger (Reinvent Technology Partners Z)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must shall be brought in the Court of Chancery any state court of the State of Delaware (Florida or, in the case of claims to which the extent such court does not federal courts have subject matter jurisdiction, any federal court of the Superior Court United States of America, in either case, located in the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of DelawareFlorida, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Actionaction, suit or proceeding brought pursuant to this Section 11.1420. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT.
Appears in 15 contracts
Samples: Management Agreement (Javelin Mortgage Investment Corp.), Management Agreement (Armour Residential REIT, Inc.), Management Agreement (Armour Residential REIT, Inc.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based uponEach Stockholder hereby irrevocably and unconditionally submits, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (orfor itself and its property, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such the state or federal courts located in New York County in the State of New York and any appellate court from any thereof, in any such action or proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each Stockholder hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding, except in any such court, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined by any such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in any such court; and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Stockholder agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other courtmanner provided by applicable Law. Each Stockholder irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 5.07(a) in the manner provided for notices in Section 5.01. Nothing herein contained shall be deemed to in this Agreement will affect the right of any party Parent to serve process in any other manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14applicable Law.
Appears in 13 contracts
Samples: Tender and Support Agreement (Cadeler a/S), Tender and Support Agreement (Cadeler a/S), Tender and Support Agreement (Cadeler a/S)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties hereto irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.143.5.
Appears in 7 contracts
Samples: Registration Rights Agreement (CSLM Acquisition Corp.), Company Support Agreement (BYTE Acquisition Corp.), Company Support Agreement (Growth for Good Acquisition Corp)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties hereto irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.143.3.
Appears in 6 contracts
Samples: Company Holder Support Agreement (Aurora Acquisition Corp.), Sponsor Support Agreement (Reinvent Technology Partners Z), Company Support Agreement (Reinvent Technology Partners Z)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties hereto irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.143.3.
Appears in 6 contracts
Samples: Registration Rights Agreement (CSLM Acquisition Corp.), Sponsor Support Agreement (CSLM Acquisition Corp.), Sponsor Support Agreement (IX Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any suit, action or proceeding or Action based upon, arising out of or related with respect to this Agreement Agreement, or the transactions contemplated hereby must any judgment entered by any state or federal court in respect thereof, shall be brought in the Court of Chancery of any state or federal court sitting in the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) Partnership and Executive hereby submits to the exclusive jurisdiction of each such court in courts for the purpose of any such suit, action, proceeding or Actionjudgment. Each of the Partnership and Executive hereby irrevocably waives, (ii) waives to the fullest extent permitted by applicable law, any objection objections which it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect the laying of the venue of any suit, action or proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby brought in any other such court, and hereby further irrevocably waives, to the fullest extent permitted by applicable law, any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. Nothing herein contained shall be deemed Each of the Partnership and Executive hereby waives, to affect the fullest extent permitted by applicable law, any right it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with this Agreement or any course of conduct, course of dealing, verbal or written statement or action of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14hereto.
Appears in 6 contracts
Samples: Unit Grant Agreement (First Advantage Corp), Unit Grant Agreement (First Advantage Corp), Unit Grant Agreement (First Advantage Corp)
Jurisdiction; Waiver of Jury Trial. (a) 13.1 Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1413.
Appears in 4 contracts
Samples: Capitalization Agreement (Bridgetown Holdings LTD), Loan Capitalization Agreement (MoneyHero LTD), Loan Capitalization Agreement (MoneyHero LTD)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding Each of the parties hereto hereby agrees that any claim, suit, action or Action based uponother proceeding, directly or indirectly, arising out of of, under or related relating to this Agreement or the transactions contemplated hereby must shall be brought heard and determined in the Chancery Court of Chancery of the State of Delaware (orand each agrees that no such claim, action, suit or other proceeding relating to the extent this Agreement shall be brought by it or any of its Affiliates except in such court does not have subject matter jurisdiction, the Superior Court of the State of Delawarecourt), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties hereto hereby irrevocably (i) submits and unconditionally submit to the exclusive jurisdiction of each any such court in any such claim, suit, action or other proceeding and irrevocably and unconditionally waive the defense of an inconvenient forum to the maintenance of any such claim, suit, action or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect other proceeding. Each of the proceeding parties hereto further agrees that, to the fullest extent permitted by applicable Law, service of any process, summons, notice or Action document by U.S. registered mail to such person's respective address set forth in Section 9.02 shall be heard and determined only effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that a final judgment in any such courtclaim, suit, action or other proceeding shall be conclusive and (iv) agrees not to bring any proceeding may be enforced in other jurisdictions by suit on the judgment or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted provided by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14applicable Law.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Jones Apparel Group Inc), Agreement and Plan of Merger (Barneys New York Inc), Agreement and Plan of Merger (Cimnet Inc/Pa)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1413.14.
Appears in 4 contracts
Samples: Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Holding LTD), Business Combination Agreement (Prime Number Acquisition I Corp.)
Jurisdiction; Waiver of Jury Trial. (a) 2.3.1. Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Delaware Chancery Court of (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdictionand, in the United States District Court for the District of Delawareeach case, appellate courts therefrom, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or such Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.142.3.1.
Appears in 4 contracts
Samples: Escrow Agreement (Forum Merger II Corp), Joinder Agreement (Forum Merger III Corp), Restrictive Covenant Agreement (Forum Merger III Corp)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties hereto irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Lxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.143.3.
Appears in 3 contracts
Samples: Sponsor Support Agreement (Mountain & Co. I Acquisition Corp.), Sponsor Support Agreement (Mountain & Co. I Acquisition Corp.), Sponsor Support Agreement (Growth for Good Acquisition Corp)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Lxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (OmniLit Acquisition Corp.), Agreement and Plan of Merger (OmniLit Acquisition Corp.), Agreement and Plan of Merger (OmniLit Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1412.14.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Social Capital Hedosophia Holdings Corp. II), Agreement and Plan of Merger (Aspirational Consumer Lifestyle Corp.), Business Combination Agreement (Cohn Robbins Holdings Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Social Capital Hedosophia Holdings Corp. V), Agreement and Plan of Merger (One), Agreement and Plan of Merger (BowX Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.
Appears in 3 contracts
Samples: Membership Interests Purchase Agreement (Stratim Cloud Acquisition Corp.), Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.), Registration Rights Agreement (Perception Capital Corp. II)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must Transactions may be brought in the Court of Chancery of federal and state courts located in the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1413. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 2 contracts
Samples: Sponsor Agreement (Forest Road Acquisition Corp.), Company Support Agreement (Forest Road Acquisition Corp. II)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Actionaction, suit or proceeding brought pursuant to this Section 11.1413.14.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GP Investments Acquisition Corp.), Agreement and Plan of Merger (GP Investments Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any All of the parties hereto ---------------------------------- irrevocably agrees that any legal action or proceeding or Action based upon, arising out of or related with respect to this Agreement or the transactions contemplated hereby must for recognition and enforcement of any judgment in respect hereof brought by any other party hereto or its successors or assigns shall be brought and determined in the Court of Chancery of any federal court located in the State of Delaware (or, to or the extent such court does not have subject matter jurisdiction, the Superior Court Chancery or other courts of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties hereto irrevocably (i) submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of each the aforesaid courts. Each of the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment before judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any such proceeding or Actioncourt is brought in an inconvenient forum, (ii) waives any objection it may now the venue of such suit, action or hereafter have to personal jurisdiction, venue proceeding is improper or to convenience of forum, (iii) agrees that all claims this Agreement, or the subject matter hereof, may not be enforced in respect of the proceeding or Action shall be heard and determined only in any by such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.
Appears in 2 contracts
Samples: Voting Agreement (United Rentals Inc), Voting Agreement (Colburn Richard D)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, only to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the such proceeding or Action shall be heard and determined only in any such court, court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit proceeding or proceeding Action brought pursuant to in accordance with this Section 11.1411.14(a).
Appears in 2 contracts
Samples: Business Combination Agreement (Freedom Acquisition I Corp.), Business Combination Agreement (Freedom Acquisition I Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings any Action or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.142.4.
Appears in 2 contracts
Samples: Sponsor Agreement (M3-Brigade Acquisition II Corp.), Sponsor Agreement (M3-Brigade Acquisition III Corp.)
Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding (aan “Action”) Any proceeding or Action based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby must hereby, shall be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire such court declines to exercise jurisdiction, any federal or state court located in the United States District Court for the District of DelawareNew York County, New York, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law law, or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.144.8. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 2 contracts
Samples: Confidentiality and Lockup Agreement (Trine Acquisition Corp.), Confidentiality and Lockup Agreement (BTRS Holdings Inc.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby must hereby, shall be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection he, she or it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or any such Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party (a) to serve process in any manner permitted by Law law or (b) to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each casethe case of this clause (b), to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.143.8. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 2 contracts
Samples: Lock Up Agreement (Unique Logistics International, Inc.), Lock Up Agreement (Edify Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1413.15.
Appears in 2 contracts
Samples: Subscription Agreement (PropertyGuru Group LTD), Subscription Agreement (Bridgetown 2 Holdings LTD)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1412.16.
Appears in 2 contracts
Samples: Business Combination Agreement (Bridgetown Holdings LTD), Business Combination Agreement (Bridgetown Holdings LTD)
Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding (aan “Action”) Any proceeding or Action based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby must hereby, shall be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire such court declines to exercise jurisdiction, any federal court or state court located in the United States District Court for the District State of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law law, or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.143.8. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 2 contracts
Samples: Lockup Agreement (Roth CH Acquisition II Co), Stockholders Agreement (Roth CH Acquisition II Co)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.143.3.
Appears in 2 contracts
Samples: Sponsor Support Agreement (Stratim Cloud Acquisition Corp.), Sponsor Support Agreement (Inpixon)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the Ancillary Agreements or the transactions contemplated hereby must and thereby may be brought in the Court of Chancery courts of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdictionand, in the United States District Court for the District of Delawareeach case, appellate courts therefrom, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or such Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1410.14.
Appears in 2 contracts
Samples: Equity and Asset Purchase Agreement (Shift Technologies, Inc.), Asset Purchase Agreement (Shift Technologies, Inc.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1416.
Appears in 2 contracts
Samples: Sponsor Agreement (Reinvent Technology Partners), Sponsor Agreement (Reinvent Technology Partners Z)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action Legal Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or ActionLegal Proceeding, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action Legal Proceeding shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any ActionLegal Proceeding, suit or proceeding brought pursuant to this Section 11.14Section 12.14.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Empower Ltd.), Agreement and Plan of Merger (Founder SPAC)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.148.10.
Appears in 2 contracts
Samples: Stockholders Agreement (Eve Holding, Inc.), Master Services Agreement (Zanite Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any To the fullest extent permitted by applicable Law, any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby Transactions must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the such proceeding or Action shall be heard and determined only in any such court, court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1413.14.
Appears in 2 contracts
Samples: Business Combination Agreement and Plan of Merger (Silver Spike Acquisition Corp II), Business Combination Agreement and Plan of Merger (Eleusis Inc.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Delaware Chancery Court of (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have exclusive subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1410.7. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 2 contracts
Samples: Company Support and Mutual Release Agreement (Monocle Acquisition Corp), Company Support and Mutual Release Agreement (Monocle Acquisition Corp)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1412.14.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Soaring Eagle Acquisition Corp.), Agreement and Plan of Merger (B. Riley Principal 150 Merger Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inpixon), Agreement and Plan of Merger (Growth for Good Acquisition Corp)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Delaware Chancery Court of (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have exclusive subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdictionand, in the United States District Court for the District of Delawareeach case, appellate courts therefrom, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or such Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1413.14(a).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amgen Inc), Agreement and Plan of Merger (Nabriva Therapeutics PLC)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Delaware Chancery Court of (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have exclusive subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Actionaction, suit or proceeding brought pursuant to this Section 11.1412.14(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chart Industries Inc)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.14.
Appears in 1 contract
Samples: Registration Rights Agreement (Broadscale Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forumforum in such court, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1415.
Appears in 1 contract
Jurisdiction; Waiver of Jury Trial. (a) Any judicial proceeding involving any dispute, controversy or Action claim based upon, arising out of or related to this Agreement or the transactions contemplated hereby must shall be brought in the Delaware Court of Chancery, and if the Delaware Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter or take jurisdiction, the Superior Court of any other federal or state courts located in the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionjudicial proceeding, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding dispute, controversy or Action claim shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding dispute, controversy or Action claim arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or judicial proceeding brought pursuant to this Section 11.145(h). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY JUDICIAL PROCEEDING BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Appears in 1 contract
Samples: Stockholder Matters Agreement (BC Partners Holdings LTD)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.12.14. 84
Appears in 1 contract
Samples: Business Combination Agreement (Acri Capital Acquisition Corp)
Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding (aan “Action”) Any proceeding based upon or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must shall be brought in the Court of Chancery of the State of Delaware (orFederal and state courts sitting in New York, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of DelawareNew York, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Each party hereto consents to receive service of process in any such proceeding or Action in the same manner provided by Section 4.2 for the giving of notices and in any other manner permitted by applicable Law. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Law, or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.144.8. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Samples: Confidentiality and Lockup Agreement (Growth Capital Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1411.15.
Appears in 1 contract
Samples: Equity Purchase Agreement (Waldencast Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any To the fullest extent permitted by applicable Law, any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby Transactions must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the such proceeding or Action shall be heard and determined only in any such court, court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings Actions or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1413.14.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Merger (Everest Consolidator Acquisition Corp)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.149.14.
Appears in 1 contract
Samples: Purchase, Sale and Redemption Agreement (Vivid Seats Inc.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Social Capital Hedosophia Holdings Corp. III)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Court court of Chancery of chancery in the State of Delaware (or, to the extent if such court does not shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdictionand, in the United States District Court for the District of Delawareeach case, appellate courts therefrom, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or such Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1413.13(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ribbon Communications Inc.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, ; (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, ; (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, ; and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.
Appears in 1 contract
Samples: Agreement and Plan of Merger (dMY Technology Group, Inc. IV)
Jurisdiction; Waiver of Jury Trial. (a) Any To the fullest extent permitted by applicable Law, any proceeding or Action based upon, arising out of or related to this Agreement or the consummation of the transactions contemplated hereby hereunder must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the such proceeding or Action shall be heard and determined only in any such court, court and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions consummation of the transaction contemplated hereby hereunder in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings Actions or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.145.3.
Appears in 1 contract
Samples: Contribution and Exchange Agreement (Everest Consolidator Acquisition Corp)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action Legal Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or ActionLegal Proceeding, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action Legal Proceeding shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any ActionLegal Proceeding, suit or proceeding brought pursuant to this Section 11.14.
Appears in 1 contract
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, Delaware, except to the extent mandatorily governed by (x) the laws of Cayman Islands, including the provisions effecting the Merger or (y) the laws of England and Wales, including the provisions relating to the Scheme of Arrangement and the Exchange, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1412.14.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Merger (SC Health Corp)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it a party hereto has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1412.14.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ECP Environmental Growth Opportunities Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or xx to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.
Appears in 1 contract
Samples: Agreement and Plan of Merger (KINS Technology Group, Inc.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Delaware Chancery Court of (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdictionand, in the United States District Court for the District of Delawareeach case, appellate courts therefrom, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or such Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1413.13(a).
Appears in 1 contract
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must Transactions may be brought in the Court of Chancery of federal and state courts located in the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1412. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Samples: Member Support Agreement (Forest Road Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1416.
Appears in 1 contract
Samples: Sponsor Letter Agreement (Broadscale Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.. 77
Appears in 1 contract
Samples: Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must Transactions may be brought in the Court of Chancery of federal and state courts located in the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1415. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding (aan “Action”) Any proceeding or Action based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby must hereby, shall be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire such court declines to exercise jurisdiction, any federal or state court located in the United States District Court for the District State of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Each party hereto consents to receive service of process in any such proceeding or Action in the same manner provided by Section 3.2 for the giving of notices and in any other manner permitted by applicable law. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law law, or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.143.8. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Samples: Agreement and Plan of Merger (North Mountain Merger Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware) (the "Designated Courts"), and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aurora Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement Agreement, including all SOWs, Purchase Orders, exhibits, schedules, attachments and appendices, or the all transactions contemplated hereby by Agreement, must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1412.5.
Appears in 1 contract
Samples: Master Services Agreement (Zanite Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Lxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Actionaction, suit or proceeding brought pursuant to this Section 11.147.14.
Appears in 1 contract
Jurisdiction; Waiver of Jury Trial. (a) Any Except as specifically set forth in Section 5.12, any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must shall be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire such court declines to exercise jurisdiction, any federal or state court located in the United States District Court for the District State of Delaware, and each of the parties Parties and any other Person seeking to enforce this Agreement irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.145.11.
Appears in 1 contract
Samples: Stockholders’ Agreement (BurTech Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Delaware Chancery Court of (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdictionand, in the United States District Court for the District of Delawareeach case, appellate courts therefrom, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or such Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1413.13(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Industrea Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must Transactions may be brought in the Court of Chancery of federal and state courts located in the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1414. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Samples: Sponsor Agreement (Forest Road Acquisition Corp. II)
Jurisdiction; Waiver of Jury Trial. (a) Any Except with respect to the settlement of the Closing Working Capital, each party to this Agreement hereby (a) agrees that any litigation, proceeding or Action based upon, arising out of other legal action brought in connection with or related relating to this Agreement or the any matters or transactions contemplated hereby must shall be brought heard and determined exclusively in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court courts of the State of Delaware), or, if it has located in the City of Wilmington or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (ivb) agrees not to bring any action or proceeding or Action arising out of or relating to this Agreement or the any matters or transactions contemplated hereby by this Agreement in any other court. Nothing herein contained shall be deemed , (c) consents and irrevocably submits itself to affect the right of personal jurisdiction in connection with any party to serve process such litigation, proceeding or action in any manner such court described in clause (a) of this Section 9.08, as well as to the jurisdiction of all courts to which an appeal may be taken from such court, and to service of process upon it in accordance with the rules and statutes governing service of process, (d) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts, and (e) expressly waives to the fullest extent permitted by Law any objection that it may now or hereafter have to commence Legal Proceedings the venue of any such litigation, proceeding or otherwise proceed against any other party action in any other jurisdictionsuch court or that any such litigation, proceeding or action was brought in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14an inconvenient forum.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Intersections Inc)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Lxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.143.3.
Appears in 1 contract
Samples: Sponsor Support Agreement (KINS Technology Group, Inc.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby Transactions must be brought in the Court of Chancery in the State of Delaware, or, if the Court of Chancery in the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if jurisdiction and it has or can acquire jurisdiction, in the United States any Federal District Court for sitting in the District State of DelawareDelaware (collectively, the “Designated Courts”), and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court the Designated Courts in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such courtDesignated Court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law Lxx or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1411.16.
Appears in 1 contract
Samples: Business Combination Agreement (Horizon Acquisition Corp II)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Delaware Chancery Court of (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have exclusive subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdictionand, in the United States District Court for the District of Delawareeach case, appellate courts therefrom, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or such Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings Actions or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1412.13(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (QSAM Biosciences, Inc.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings any Action or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.14.
Appears in 1 contract
Samples: Joinder Agreement (M3-Brigade Acquisition II Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings Action or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1411.15.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pine Technology Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must shall be brought in the Delaware Chancery Court of (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have exclusive subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdictionand, in the United States District Court for the District of Delawareeach case, appellate courts therefrom, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or such Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1412.13(a).
Appears in 1 contract
Jurisdiction; Waiver of Jury Trial. (ai) Any proceeding or Action action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably and unconditionally (iw) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (iix) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iiiy) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (ivz) agrees not to bring any proceeding or Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law law or to commence Legal Proceedings any action or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding action brought pursuant to this Section 11.1410(j).
Appears in 1 contract
Samples: Joinder Agreement (M3-Brigade Acquisition II Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must (including the Committed Financing) shall be brought in the Court courts of Chancery the Borough of Manhattan in the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware)New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of DelawareNew York, and, in each case, appellate courts therefrom, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Actionaction, suit or proceeding brought pursuant to this Section 11.1413.13(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Envision Healthcare Holdings, Inc.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court Complex Commercial Litigation Division of the State of DelawareDelaware Superior Court, New Castle County), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties hereto irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action action arising out of or relating related to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party hereto to serve process in any manner permitted by Law applicable law or to commence Legal Proceedings actions or otherwise proceed against any other party hereto in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding action brought pursuant to this Section 11.145.7.
Appears in 1 contract
Samples: Business Combination Agreement (ExcelFin Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Delaware Chancery Court of (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdictionand, in the United States District Court for the District of Delawareeach case, appellate courts therefrom, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or such Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1410.12(a).
Appears in 1 contract
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Delaware Chancery Court of (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have exclusive subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Actionaction, suit or proceeding brought pursuant to this Section 11.145.11.
Appears in 1 contract
Samples: Stock Purchase Agreement (Victory Park Capital Advisors, LLC)
Jurisdiction; Waiver of Jury Trial. (a) Any To the fullest extent permitted by applicable Law, any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the such proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner matter permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.146.5.
Appears in 1 contract
Samples: Termination and Fee Agreement (Silver Spike Acquisition Corp II)
Jurisdiction; Waiver of Jury Trial. (a) Any Each party to this Agreement hereby (a) agrees that any litigation, proceeding or Action based upon, arising out of other legal action brought in connection with or related relating to this Agreement or the any matters or transactions contemplated hereby must shall be brought heard and determined exclusively in the Court of Chancery courts of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or ActionNew Jersey, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (ivb) agrees not to bring any action or proceeding or Action arising out of or relating to this Agreement or the any matters or transactions contemplated hereby by this Agreement in any other court. Nothing herein contained shall be deemed , (c) consents and irrevocably submits itself to affect the right of personal jurisdiction in connection with any party to serve process such litigation, proceeding or action in any manner such court described in clause (a) of this Section 9.08, as well as to the jurisdiction of all courts to which an appeal may be taken from such court, and to service of process upon it in accordance with the rules and statutes governing service of process, (d) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such courts, and (e) expressly waives to the fullest extent permitted by Law any objection that it may now or hereafter have to commence Legal Proceedings the venue of any such litigation, proceeding or otherwise proceed against any other party action in any other jurisdictionsuch court or that any such litigation, proceeding or action was brought in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14an inconvenient forum.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Asta Funding Inc)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement Agreement, or the transactions contemplated hereby must hereby, shall be brought in any federal or state court located in the Court of Chancery of New York County in the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of DelawareNew York, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Law, or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1412.2. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aimfinity Investment Corp. I)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby Transactions must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1413.16.
Appears in 1 contract
Samples: Business Combination Agreement (APx Acquisition Corp. I)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1413.13.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Social Capital Hedosophia Holdings Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Delaware Court of Chancery (or, if the Delaware Court of Chancery shall be unavailable or shall decline to accept jurisdiction, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have exclusive subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdictionand, in the United States District Court for the District of Delawareeach case, appellate courts therefrom, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or such Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1413.13(a).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (EDGEWELL PERSONAL CARE Co)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action Legal Proceeding based upon, arising out of or related to this Agreement or the transactions contemplated hereby must shall be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or ActionLegal Proceeding, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action Legal Proceeding shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action Legal Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Legal Proceeding brought pursuant to this Section 11.14.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AltEnergy Acquisition Corp)
Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding (aan “Action”) Any proceeding based upon or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must shall be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire such court declines to exercise jurisdiction, any federal or state court located in the United States District Court for the District State of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Each party hereto consents to receive service of process in any such proceeding or Action in the same manner provided by Section 4.2 for the giving of notices and in any other manner permitted by applicable law. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law law, or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.144.8. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Samples: Confidentiality and Lockup Agreement (Tuscan Holdings Corp. II)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out Each of or related the Parties hereby (i) expressly and irrevocably submits to this Agreement or the transactions contemplated hereby must be brought in exclusive personal jurisdiction of (A) the Court of Chancery of the State of Delaware or (or, to the extent B) if such court does not have Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each in the event any dispute arises out of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionthis Agreement, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding it shall not attempt to deny or Action shall be heard and determined only in defeat such personal jurisdiction by motion or other request for leave from any such court, and (iviii) agrees that it shall not to bring any proceeding or Action arising out of or action relating to this Agreement in any court other than (A) the Court of Chancery of the State of Delaware or (B) if such Court of Chancery lacks subject matter jurisdiction, the transactions contemplated hereby United States District Court for the District of Delaware; provided that each of the Parties has the right to bring any Proceeding for enforcement of a judgment entered by such court in any other courtcourt or jurisdiction. Nothing herein contained The Parties agree that a final trial court judgment in any such Proceeding shall be deemed to affect conclusive and may be enforced in other jurisdiction by suit on the right of any party to serve process judgment or in any manner permitted provided by Law Law; provided that nothing in the foregoing shall restrict any Party’s right to seek any post-judgment relief regarding, or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdictionappeal from, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14such final trial court judgment.
Appears in 1 contract
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby Transactions must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1410.16.
Appears in 1 contract
Samples: Master Services Agreement (Zanite Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. Any claim, action, suit, assessment, arbitration or proceeding (aan “Action”) Any proceeding based upon or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must shall be brought in the Court of Chancery of the State of Delaware (orFederal and state courts sitting in New York, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of DelawareNew York, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Each party hereto consents to receive service of process in any such proceeding or Action in the same manner provided by Section 3.2 for the giving of notices and in any other manner permitted by applicable Law. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Law, or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.143.8. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Appears in 1 contract
Samples: Confidentiality and Lock Up Agreement (Insight Acquisition Corp. /DE)
Jurisdiction; Waiver of Jury Trial. (a) Any Except for disputes to be resolved under Section 7.05(a), the Parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or Action based upon, on any matter arising out of or related to in connection with, this Agreement or the transactions contemplated hereby must Transactions shall be brought in the Court of Chancery of any federal court located in the State of Delaware (oror any Delaware state court with jurisdiction over Wilmington, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties hereby irrevocably (i) submits consents to the exclusive jurisdiction of each such court courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding or Actionand irrevocably waives, (ii) waives to the fullest extent permitted by law, any objection that it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect the laying of the venue of any such suit, action or proceeding or Action shall be heard and determined only in any such courtcourt or that any such suit, and (iv) agrees not to bring any action or proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby brought in any other such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Nothing herein contained Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 11.08 shall be deemed to affect the right effective service of any party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.14on such party. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL 70 PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.
Appears in 1 contract
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must may be brought in the Delaware Chancery Court of (or, if the Delaware Chancery Court shall be unavailable, any other court of the State of Delaware (or, in the case of claims to which the extent such court does not federal courts have exclusive subject matter jurisdiction, any federal court of the Superior Court United States of America sitting in the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Actionaction, suit or proceeding brought pursuant to this Section 11.1413.13(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rockwell Collins Inc)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law Xxx or to commence Legal Proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Actionaction, suit or proceeding brought pursuant to this Section 11.147.14.
Appears in 1 contract
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Actionaction, suit or proceeding brought pursuant to this Section 11.143.12.
Appears in 1 contract
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement Agreement, including all exhibits, schedules, attachments and appendices, or the all transactions contemplated hereby by Agreement, must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding brought pursuant to this Section 11.1410.5.
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Samples: Master Services Agreement (Zanite Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action action based upon, arising out of or related to this Agreement Agreement, the Ancillary Agreements or the transactions contemplated hereby must Transactions may be brought in the Court of Chancery of the State of Delaware (or, to the extent such court Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action action arising out of or relating to this Agreement Agreement, the Ancillary Agreements or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Actionaction, suit or proceeding brought pursuant to this Section 11.1412.14.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Leisure Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, action arising out of or related relating to this Agreement or the transactions contemplated hereby must may be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Actionaction, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Actionaction, suit or proceeding brought pursuant to this Section 11.14Agreement.
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Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby must Transactions may be brought in the Court of Chancery of federal and state courts located in the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby Transactions in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.1411. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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Samples: Myx Support Agreement (Forest Road Acquisition Corp.)
Jurisdiction; Waiver of Jury Trial. (a) Any proceeding or Action based upon, arising out of or related to this Agreement Termination Agreement, or the transactions contemplated hereby must hereby, shall be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), or, if it has such court declines to exercise jurisdiction or can acquire jurisdiction, if subject matter jurisdiction over the matter that is the subject of such Action is vested exclusively in the United States U.S. federal courts, the U.S. District Court for the District of Delaware, and each of the parties Parties irrevocably (i) submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Termination Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party Party to serve process in any manner permitted by Law Law, or to commence Legal Proceedings legal proceedings or otherwise proceed against any other party Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action, suit or proceeding Action brought pursuant to this Section 11.144.4. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS TERMINATION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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