Common use of Submission to Jurisdiction; Appointment of Agents for Service Clause in Contracts

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each of the Company and the Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement, the ADR Registration Statement or the offering of the Securities (each, a “Related Proceeding”). Each of the Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or the Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Appears in 8 contracts

Samples: Underwriting Agreement (Telenor East Holding II As), Underwriting Agreement (VEON Ltd.), Underwriting Agreement (VEON Ltd.)

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Submission to Jurisdiction; Appointment of Agents for Service. (a) Each of the The Company and the Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the "Specified Courts") over any suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Registration StatementProspectus, the ADR Registration Statement or the offering of the Securities Shares (each, a "Related Proceeding"). Each of the The Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or the Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES(b) The Company hereby irrevocably appoints GKL Corporate/Search, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWInc., ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYwith offices at Xxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxxxx 00000 as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company's agent for service of process.

Appears in 2 contracts

Samples: GREENPOWER MOTOR Co INC., GREENPOWER MOTOR Co INC.

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each The Issuer and each of the Company and the Selling Shareholder Guarantors irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this AgreementIndenture, the Prospectus, the Registration Statement, the ADR Registration Statement Securities or the offering of the Securities transactions contemplated hereby and thereby (each, a “Related Proceeding”). Each The Issuer and each of the Company and the Selling Shareholder Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company Issuer or the Selling Shareholder any Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Issuer and each of the Company and the Selling Shareholder Guarantors irrevocably waiveswaive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES(b) The Issuer and each of the Guarantors hereby appoint CT Corporation System, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWwith offices at 20 Xxxxxxx Xxxxxx, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYXxx Xxxx, Xxx Xxxx 00000 as their respective agent for service of process in any Related Proceeding and agree that service of process in any such Related Proceeding may be made upon it or them at the office of such agent. The agent for service of process named herein may resign upon giving written notice to the Issuer at the address listed in Section 11.02. The Issuer and each of the Guarantors waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Issuer and each of the Guarantors represent and warrant that such agent has agreed to act as the Issuer’s and such Guarantor’s agent for service of process, and the Issuer and each of the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Appears in 2 contracts

Samples: Indenture (Crocs, Inc.), Supplemental Indenture (Crocs, Inc.)

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each The Company and each of the Company and the Selling Shareholder Stockholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Registration StatementProspectus, the ADR Registration Statement or the offering of the Securities Shares (each, a “Related Proceeding”). Each The Company and each of the Company and the Selling Shareholder Stockholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or the any Non-U.S. Selling Shareholder Stockholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the such Non-U.S. Selling Shareholder Stockholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESEach Non-U.S. Selling Stockholder hereby irrevocably appoints INEOS USA LLC, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWwith offices at 0000 Xxxxx Xxxxx Xxxxxxxxx, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYXxxxx 000, Xxxxxx Xxxx, Xxxxx 00000-0000, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. Each of the Selling Stockholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Non-U.S. Selling Stockholders represents and warrants that such agent has agreed to act as the Selling Stockholders’ agent for service of process, and each of the Non-U.S. Selling Stockholders agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Ecovyst Inc.), Underwriting Agreement (PQ Group Holdings Inc.)

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each of the The Company and the Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement, the ADR Registration Statement or the offering of the Securities Shares (each, a “Related Proceeding”). Each of the The Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or the Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESThe Company hereby irrevocably appoints CT Corporation System, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWwith offices at 000 Xxxxxx Xxxxxx, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYXxx Xxxx, Xxx Xxxx 00000, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Appears in 1 contract

Samples: Underwriting Agreement (DBV Technologies S.A.)

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each The Company and each of the Company and the Selling Shareholder Shareholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusProspectuses, the Registration Statement, the ADR Registration Statement or the offering of the Securities Offering (each, a “Related Proceeding”). Each The Company and each of the Company and the Selling Shareholder Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or and each of the Selling Shareholder Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company and each of the Company and the Selling Shareholder Shareholders irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceedingproceeding in respect of its obligations under this Agreement. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES(b) The Company hereby irrevocably appoints Corporation Service Company with offices at 000 Xxxxxx Xxxxx Xxxxx, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWXxxxxx of Xxx Xxxxxx, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYXxxxxxxxxx, Xxxxxxxx 00000, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The CDPQ Selling Shareholder hereby irrevocably appoints [ • ], with offices at [ • ], as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Sellers waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Sellers represents and warrants that such agent has agreed to act as the agent for service of process, and each Seller agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect for a period of seven years from the date of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Lightspeed POS Inc.)

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each of the Company Issuers and the Selling Shareholder Guarantors irrevocably submits submit to the non-non- exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) York, Borough of Manhattan over any suit, action or proceeding arising out of or relating to this AgreementIndenture, the Prospectus, the Registration Statement, the ADR Registration Statement Notes or the offering of Note Guarantees or the Securities transactions contemplated hereby and thereby (each, a “Related Proceeding”). Each of the Company Issuers and the Selling Shareholder Guarantors irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company any Issuer or the Selling Shareholder Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company Issuers and the Selling Shareholder Guarantors irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. (b) The Issuers and the Guarantors hereby appoint Xxxx Finance LLC, with offices at 0 Xxx Xxxxx, Xxxxx X, Xxxx xx Xxxxx, Delaware 19901, United States of America as their respective agent for service of process in any Related Proceeding and agree that service of process 138 in any such Related Proceeding may be made upon it or them at the office of such agent. The agent for service of process named herein may resign upon giving written notice to the Issuers at the address listed in Section 12.02. Each of the Issuers and the Guarantors waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Issuers and the Guarantors represents and warrants that such agent has agreed to act, and FinanceCo hereby agrees to act, as the Issuers’ and the Guarantors’ agent for service of process, and each of the Issuers and the Guarantors agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect. Section 12.10. Governing Law/Waiver of Trial by Jury; Submission to Jurisdiction. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH PARTY OF THE PARTIES HERETO HEREBY AND EACH HOLDER OF NOTES BY ITS ACCEPTANCE THEREOF IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY. Section 12.11.

Appears in 1 contract

Samples: Borr Drilling LTD

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each of the Company and the Any such non-U.S. Selling Shareholder irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Registration StatementProspectus, the ADR Registration Statement or the offering of the Securities Shares (each, a “Related Proceeding”). Each of the Company and the Such non-U.S. Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or the any such non-U.S. Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the such non-U.S. Selling Shareholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESAny such non-U.S. Selling Shareholders herby irrevocably appoint the Company at 00000 Xxxxx Xxxx Xxxx., TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWXxxxx 000, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYXxxxxx, XX 00000; attention: General Counsel, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. Any such non-U.S. Selling Shareholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Any such non-U.S. Selling Shareholders represents and warrants that such agent has agreed to act as any such non-U.S. Selling Shareholders’ agent for service of process, and any such non-U.S. Selling Shareholders agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Appears in 1 contract

Samples: Underwriting Agreement (Mondee Holdings, Inc.)

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each of the The Company and the Selling Shareholder Stockholder irrevocably submits submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Registration StatementProspectus, the ADR Registration Statement or the offering of the Securities Shares (each, a “Related Proceeding”). Each of the The Company and the Selling Shareholder Stockholder irrevocably waiveswaive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or the Selling Shareholder Stockholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the Selling Shareholder Stockholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESThe Selling Stockholder hereby irrevocably appoints INEOS USA LLC, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWwith offices at 0000 Xxxxx Xxxxx Xxxxxxxxx, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYXxxxx 000, Xxxxxx Xxxx, Xxxxx 00000-0000, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Selling Stockholder waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Selling Stockholder represents and warrants that such agent has agreed to act as the Selling Stockholder’s agent for service of process, and the Selling Stockholder agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Appears in 1 contract

Samples: Underwriting Agreement (Ecovyst Inc.)

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each of the The Company and the Selling Shareholder irrevocably hereby submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the "Specified Courts") over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement, the ADR Registration Statement or the offering of the Securities Shares (each, a "Related Proceeding"). Each of the The Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or the Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESThe Company hereby irrevocably appoints Sxxxxx & Kxxxxx LLP, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWwith offices at Oxx Xxxxxxx Xxxx Xxxxx, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYXxx Xxxx, Xxx Xxxx 00000 as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to specific personal jurisdiction with respect to any Related Proceedings in any of the Specified Courts. The Company represents and warrants that such agent has agreed to act as the Company's agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Appears in 1 contract

Samples: Frontline LTD /

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Submission to Jurisdiction; Appointment of Agents for Service. (a) Each of the The Company and the Selling Shareholder irrevocably hereby submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in Borough of Manhattan in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement, the ADR Registration Statement or the offering of the Offered Securities (each, a “Related Proceeding”). Each of the The Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or the Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESThe Company hereby irrevocably appoints Cogency Global Inc., TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWwith offices at 100 Xxxx 00xx Xxxxxx, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY00xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Appears in 1 contract

Samples: Underwriting Agreement (Super Hi International Holding Ltd.)

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each The Company and each of the Company and the Selling Shareholder Shareholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the ProspectusProspectuses, the Registration Statement, the ADR Registration Statement or the offering of the Securities Offering (each, a “Related Proceeding”). Each The Company and each of the Company and the Selling Shareholder Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or and each of the Selling Shareholder Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company and each of the Company and the Selling Shareholder Shareholders irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceedingproceeding in respect of its obligations under this Agreement. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES(b) The Company hereby irrevocably appoints Corporation Service Company with offices at 000 Xxxxxx Xxxxx Xxxxx, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWXxxxxx of Xxx Xxxxxx, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYXxxxxxxxxx, Xxxxxxxx 00000, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The CDPQ Selling Shareholder hereby irrevocably appoints CT Corporation System, with offices at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Sellers waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Sellers represents and warrants that such agent has agreed to act as the agent for service of process, and each Seller agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect for a period of seven years from the date of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Lightspeed POS Inc.)

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each The Company and each of the Company and the Selling Shareholder Stockholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Registration StatementProspectus, the ADR Registration Statement or the offering of the Securities Shares (each, a “Related Proceeding”). Each The Company and each of the Company and the Selling Shareholder Stockholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or the any Non-U.S. Selling Shareholder Stockholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the such Non-U.S. Selling Shareholder Stockholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESEach Non-U.S. Selling Stockholder hereby irrevocably appoints irrevocably appoints Oak Hill Capital Management, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWLLC, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYwith offices at One Stamford Plaza, 000 Xxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxxxxxxx, XX 00000, as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. Each of the Selling Stockholders waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Non-U.S. Selling Stockholders represents and warrants that such agent has agreed to act as the Selling Stockholders’ agent for service of process, and each of the Non-U.S. Selling Stockholders agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Appears in 1 contract

Samples: Hillman Solutions Corp.

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each The Company and each of the Company and the Selling Shareholder Shareholders irrevocably submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Time of Sale Prospectus, the Registration StatementProspectus, the ADR Registration Statement or the offering of the Securities Shares (each, a “Related Proceeding”). Each The Company and each of the Company and the Selling Shareholder Shareholders irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or Company[ and each of the Selling Shareholder Shareholders has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company and each of the Company and the Selling Shareholder Shareholders irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESThe Non-U.S. Selling Shareholder herby irrevocably appoints Xxxxxxx X. Xxxxxxx, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWwith offices at Driven Equity LLC, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY0000 Xxxxxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Non-U.S. Selling Shareholder waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. The Non-U.S. Selling Shareholder represents and warrants that such agent has agreed to act as the Non-U.S. Selling Shareholder’s agent for service of process, and the Non-U.S. Selling Shareholder agree to take any and all actions, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Appears in 1 contract

Samples: Underwriting Agreement (Driven Brands Holdings Inc.)

Submission to Jurisdiction; Appointment of Agents for Service. (a) Each of the The Company and the Selling Shareholder irrevocably hereby submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York (the “Specified Courts”) over any suit, action or proceeding arising out of or relating to this Agreement, the Prospectus, the Registration Statement, the ADR Registration Statement or the offering of the Securities Shares (each, a “Related Proceeding”). Each of the The Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. The Selling Shareholder accepts and consents that a monetary judgment in respect of a Related Proceeding finally decided by the Specified Courts will be legally valid and enforceable in Norway in accordance with the Norwegian Dispute Act section 19-16 third paragraph and section 4-6, and the Enforcement Act section 4-1 second paragraph litra g. To the extent that the Company or the Selling Shareholder has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and the Selling Shareholder irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESThe Company hereby irrevocably appoints Xxxxxx & Xxxxxx LLP, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWwith offices at Xxx Xxxxxxx Xxxx Xxxxx, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYXxx Xxxx, Xxx Xxxx 00000 as its agent for service of process in any Related Proceeding and agrees that service of process in any such Related Proceeding may be made upon it at the office of such agent. The Company waives, to the fullest extent permitted by law, any other requirements of or objections to specific personal jurisdiction with respect to any Related Proceedings in any of the Specified Courts. The Company represents and warrants that such agent has agreed to act as the Company’s agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.

Appears in 1 contract

Samples: Frontline LTD /

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