Service; Jurisdiction. Each of the parties hereto agrees to: (i) the irrevocable designation of the Secretary of State of California as its agent upon whom process against it may be served, and (ii) personal jurisdiction in any action brought in any court, federal or state, within the State of California, City of Santa Xxxxx, having subject matter jurisdiction over matters arising under this Agreement. All disputes arising out of or in connection with this Agreement shall be brought solely in federal or state court in the City of San Xxxx.
Service; Jurisdiction. Each of the parties hereto agrees to personal jurisdiction in any action brought in any court, federal or state, within the State of New York having subject matter jurisdiction over matters arising under this Agreement.
Service; Jurisdiction. 60 Section 13.12. Stockholders' Representatives............................... 60 Exhibit A Stockholders' Representatives Power of Attorney Exhibit B Registration Rights Agreement Exhibit C Opinion of Ropes & Gray Xxxibit D Opinion of BPB's Counsel Exhibit E Investment Advisory Notice Exhibit F Form of Affiliate Letter Exhibit G Press Release Exhibit H Escrow Agreement Exhibit I Opinion of KPMG Peat Marwick, LLP Exhibit J Opinion of Barix & Xmitx AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of August 13, 1997 (this "Agreement"), by and among Boston Private Bancorp, Inc., a Massachusetts Corporation ("BPB"), Boston Private Investment Management, Inc., a Massachusetts corporation and wholly owned subsidiary of BPB (the "BPIM"), Westfield Capital Management Company, Inc., a Massachusetts corporation (the "Company"), and C. Michxxx Xxxxxx, Xxchxxx X. Xxxxxxx, Xxthxx X. Xxxxxxxxxxx, Xxll X. Xxxxxxx, Xxvix Xxxxx, Xxllxxx X. Xxxxxx, Xxucx X. Xxxxx, Xx., Xxepxxx X. Xxxxxxxxx xxx Karex X. Xxxxx xxx any other individual who acquires securities issued by the Company prior to the Closing and becomes a party hereto (collectively, the "Stockholders" and each a "Stockholder").
Service; Jurisdiction. Each of the parties hereto agrees --------------------- to: (i) the irrevocable designation of the Secretary of State of the Commonwealth of Massachusetts as its agent upon whom process against it may be served, and (ii) personal jurisdiction in any action brought in any court, federal or state, within the Commonwealth of Massachusetts, City of Boston having subject matter jurisdiction over matters arising under this Agreement.
Service; Jurisdiction. Each of the parties hereto agrees to: (i) the irrevocable designation of the Secretary of State of Delaware as its agent upon whom process against it may be served, and (ii) the exercise of personal jurisdiction over it by the courts of the State of Delaware or the United States District Court for the State of Delaware in any action brought in respect of matters arising hereunder and within the subject matter jurisdiction of such courts.
Service; Jurisdiction. Each of the Partners agrees to (a) their revocable designation of the Secretary of State of the State of Delaware as its agent upon whom process against it may be served, and (b) personal jurisdiction in any action brought in any court, federal or state, within the State of Delaware having subject matter jurisdiction arising under this Agreement.
Service; Jurisdiction. (1) Any such demand may be served by any antitrust investigator, or by any United States marshal or deputy marshal, at any place within the territorial jurisdiction of any court of the United States.
Service; Jurisdiction. The parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the District of Rhode Island or any Rhode Island state court, so long as one of those courts has subject matter jurisdiction over the suit, action or proceeding, and that any cause of action arising out of this Agreement is to be deemed to have arisen from a transaction of business in the State of Rhode Island, and each of the parties hereby irrevocably consents to the jurisdiction of those courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any of those courts or that any such suit, action or proceeding brought in any of those courts 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 of those courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 12.6 shall be deemed effective service of process on such party.
Service; Jurisdiction. Each of the parties agrees to (a) the irrevocable designation of the Secretary of State of the State of California as its agent upon whom process against it may be served, and (b) personal jurisdiction in any action brought in any court, federal or state, within the State of California having subject matter jurisdiction arising under this Agreement.
Service; Jurisdiction. 55 Exhibit A-1 Employment Agreement (Langxxxx) Xxhibit A-2 Employment Agreement (Fogaxxx) Xxhibit B Investment Advisory Notice Exhibit C Opinion of Cameron & Mittxxxxx XXX Exhibit D KPMG LLP Letter Exhibit E Piccerelli, Gilstein & Company, LLP Letter Exhibit F Form of Affiliate Letter (iv) 6 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2000 (this "Agreement"), by and among Washington Trust Bancorp, Inc., a Rhode Island corporation ("Parent"), The Washington Trust Company, a Rhode Island chartered trust company and a wholly-owned subsidiary of Parent ("Bank"), PhxIMC Acquisition Corp., a Rhode Island corporation and wholly-owned subsidiary of Parent (the "Merger Sub"), Phoenix Investment Management Company, Inc., a Rhode Island corporation (the "Company"), and Marix X. Xxxxxxxx xxx Geraxx X. Xxxxxxx (xxllectively, the "Shareholders" and each a "Shareholder").
