Waiver of Actions. Each of the Trust and Xx. Xxxxx hereby irrevocably and unconditionally agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company, any of the other parties to the Merger Agreement or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any proceeding (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into this Agreement or the Merger Agreement. Each of the Trust and Xx. Xxxxx hereby (i) irrevocably and unconditionally waives, and agrees not to exercise, assert or perfect, any rights to demand appraisal of the Covered Shares or rights of dissent, and (ii) agrees to receive payment for the Covered Shares under the Merger Agreement.
Waiver of Actions. Except as expressly provided in this Agreement, no Partner will take any voluntary action that would directly cause the dissolution of the Partnership. The Partners expressly acknowledge and agree that the provisions of this Agreement provide fair treatment of all parties and an equitable division of Partnership assets. Accordingly, except where the Liquidator fails to take the actions required by this Article, each Partner waives the right to initiate legal action for judicial dissolution, for partition of Partnership property, or for the appointment of a receiver or trustee to liquidate the business and assets of the Partnership.
Waiver of Actions. The Stockholder hereby irrevocably and unconditionally agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company, any of the other parties to the Merger Agreement or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any proceeding challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement. To the fullest extent permitted by applicable Laws, the Stockholder hereby irrevocably and unconditionally waives and agrees not to exercise, assert or perfect, any right of dissent or rights to demand appraisal in respect of the Covered Shares.
Waiver of Actions. Stockholder hereby (i) waives and agrees not to exercise rights of appraisal or rights to dissent, if any, that it may have in connection with any of the transactions contemplated by the Purchase Agreement or this Agreement and (ii) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against TCV, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Purchaser Agreement or the Notes or the consummation of the transactions contemplated hereby and thereby, including any claim (x) challenging the validity of, seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Purchase Agreement, the Notes or the transactions contemplated thereby.
Waiver of Actions. Stockholder hereby agrees (i) not to, directly or indirectly, commence, or cause to be commenced, any claim, derivative or otherwise, against the Company, Parent or any of their respective successors, or (ii) not to, directly or indirectly, commence (or cause to be commenced) or participate in, and to take all actions necessary to opt out of, any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Parent or any of their respective successors, in each case of clause (i) and (ii), (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, (B) alleging a breach of any fiduciary duty of Parent’s board of directors in connection with its approval of the Merger or the Merger, (C) making any claim with respect to SEC disclosure (or other disclosure to the Parent’s stockholders) in connection with the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, or (D) making any aiding and abetting or similar claim against the Company, Parent or any of their respective Affiliates or representatives, in connection with the foregoing; provided, however, that Stockholder may defend against, contest or settle any such action, claim, suit or cause of action brought against Stockholder that relates solely to Stockholder’s capacity as a director, officer or a securityholder of the Company.
Waiver of Actions. Each Party shall not, and shall not permit any member of its Group to, make any claim for offset, or commence any Action, including any claim of contribution or any indemnification, against any other Party or any member of any other Party’s Group, or any other Person released pursuant to Section 5.1(a), with respect to any Liabilities released pursuant to Section 5.1(a).
Waiver of Actions. Stockholder hereby agrees not to commence or participate in, and to take all reasonable actions to opt out of any class in any class action with respect to, any claim, derivative or other Proceeding, against Parent, Purchaser, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Transaction Agreement or the making or consummation of the Offer, including any Proceeding (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement, (y) alleging a breach of any fiduciary duty of the Company Board in connection with the Transaction Agreement or the transactions contemplated thereby or (z) with respect to SEC disclosure (or other disclosure to the Company stockholders) in connection with this Agreement or the Transaction Agreement or the transactions contemplated hereby or thereby.
Waiver of Actions. Each Stockholder hereby agrees (i) not to commence or participate in, and (ii) to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against ReShape, Merger Sub, Obalon or any of their respective Affiliates relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any such claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement, or (B) alleging a breach of any fiduciary duty of the ReShape Board in connection with the Merger Agreement or the other transactions contemplated thereby.
Waiver of Actions. Each Member expressly acknowledges and agrees that the parties hereto have carefully considered all matters relating to the Company and that all rights and remedies of the Members are, and shall be deemed to be, exclusively those set forth in this. Agreement. No Member shall have the right or power to cause the dissolution and winding up of the Company, by court decree or otherwise, except as set forth in this Agreement. No Member shall have the right or power to bring an action for partition against the Company, or for an accounting, or for the appointment of a liquidator by judicial action.
Waiver of Actions. The Members agree that irreparable damage will be done to the goodwill and reputation of the Company if any Member should bring any action in court to dissolve this Company. Care has been taken in this Agreement to provide for the fair and just compensation to a Member desiring to terminate said Member's relationship with the Company for any reason. Accordingly, each Member accepts the provisions of this Agreement as the sole entitlement on the termination of said Member's relationship with the Company and acknowledges that such provisions are just and reasonable; waives and renounces said Member's right to seek a court decree of dissolution or accounting, or to seek the appointment of a liquidator by judicial action; and agrees that in the event any Member should bring any action to dissolve this Company or for the appointment of a liquidator in contravention of this provision, such Member shall be entitled only to the balance in such Member's capital account, and that in the event any Member should bring any action for an accounting such Member shall pay all costs, fees and expenses incurred by the Company and the remaining Members in such action including, without limitation, attorneys' fees, accounting fees and other costs.
