Common use of Waiver of Appraisal and Dissenters’ Rights and Actions Clause in Contracts

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by such Stockholder or rights to dissent (or other such similar rights) from the Merger which may arise with respect to the Merger 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 shareholder action or other Legal Proceeding, against Parent, Acquisition Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Legal Proceeding (x) challenging the validity of, or seeking to enjoin or delay the operation or consummation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (y) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby. Each Stockholder agrees to provide prompt written notice to Parent upon obtaining knowledge of the commencement, or the threat of commencement, of any such claims set forth in the foregoing clause (ii).

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder Shareholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by such Stockholder or rights to dissent (or other such similar rights) from the Merger which Offer or the Reorganization, any rights to object to or challenge the consummation of the Offer, the Reorganization or any other transaction contemplated by the Purchase Agreement or any similar rights that Shareholder may arise with respect to the Merger have and (ii) agrees not to commence or participate join in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative shareholder action or other Legal Proceedingotherwise, against Parent, Acquisition SubBuyer, the Company Company, the Company’s directors or any of their respective successors successors, in each case relating to the negotiation, execution or delivery of this Agreement or the Merger Purchase Agreement or the making or consummation of the Offer Offer, the Reorganization or consummation of any other transaction contemplated by the MergerPurchase Agreement, including any Legal Proceeding claim (x) challenging the validity of, or seeking to enjoin or delay the operation or consummation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or Purchase Agreement, (y) alleging a breach of any fiduciary duty of the Company Board Boards in connection with the Merger Purchase Agreement or the transactions contemplated thereby or (z) making any claim with respect to SEC disclosure (or other disclosure to the Company’s Shareholders) in connection with the Purchase Agreement or the transactions contemplated thereby. Each Stockholder agrees to provide prompt written notice to Parent upon obtaining knowledge of the commencement, or the threat of commencement, of any such claims set forth in the foregoing clause (ii).

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of DelawareDGCL) to demand appraisal of any Company Subject Shares Beneficially Owned by such Stockholder or rights to dissent (or other such similar rights) from the Merger which may arise with respect to the Merger 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 shareholder action or other Legal Proceeding, against Parent, Acquisition Merger Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Legal Proceeding (x) challenging the validity of, or seeking to enjoin or delay the operation or consummation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or Agreement, (y) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby. Each Stockholder agrees thereby or (z) with respect to provide prompt written notice SEC disclosure (or other disclosure to Parent upon obtaining knowledge of the commencement, Company stockholders) in connection with this Agreement or the threat of commencement, of any such claims set forth in Merger Agreement or the foregoing clause (ii)transactions contemplated hereby or thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) irrevocably waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by such Stockholder or rights to dissent (or other such similar rights) from the Merger which that Stockholder may arise with respect to the Merger have and (ii) agrees not to commence or participate join in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative shareholder action or other Legal Proceedingotherwise, against Parent, Acquisition Merger Sub, the Company Company, the Company’s directors or any of their respective successors successors, in each case, relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Legal Proceeding claim (xA) challenging the validity of, or seeking to enjoin or delay the operation or consummation of, any provision of this Agreement or the Merger Agreement Agreement, (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (yB) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the Merger Agreement or any of the transactions contemplated thereby. Each Stockholder agrees , (C) with respect to provide prompt written notice SEC disclosure (or other disclosure to Parent upon obtaining knowledge the holders of the commencement, Company Shares) in connection with this Agreement or the threat of commencementMerger Agreement or the transactions contemplated hereby or thereby or (D) against Parent, of any such claims set forth Merger Sub or their respective Representatives in connection with this Agreement or the foregoing clause (ii)Merger Agreement or the transactions contemplated hereby or thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder Shareholder hereby (ia) waives and agrees not to exercise any rights (including under Section 262 106(6) of the General Corporation Law of the State of DelawareBermuda Companies Act) to demand appraisal of any Company Covered Shares Beneficially Owned by such Stockholder and any other Shares that Shareholder beneficially owns, or rights to dissent (or other such similar rights) from to the Merger which may arise with respect to the Merger under applicable Law and (iib) 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 shareholder action or other Legal Proceedingotherwise, against Parent, Acquisition Merger Sub, the Company or any of their respective successors affiliates relating to the negotiation, execution or delivery of this Agreement or Agreement, the Merger Agreement or the making Statutory Merger Agreement or the consummation of the Offer Merger and the other transactions contemplated hereby or consummation of the Mergerthereby, including any Legal Proceeding (x) such claim challenging the validity of, or seeking to enjoin or delay the operation or consummation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (y) alleging a breach of any fiduciary duty of the Company Board of Directors in connection with the Merger Agreement, the Statutory Merger Agreement or the transactions contemplated thereby. Each Stockholder agrees Transactions; provided, in each case, that none of Parent, Merger Sub or any of their respective affiliates or Representatives, has made any fraudulent representations to provide prompt written notice to Parent upon obtaining knowledge Shareholder in connection with the negotiation, execution and performance of the commencementMerger Agreement, or the threat of commencement, of any such claims set forth in Statutory Merger Agreement and other related agreements and the foregoing clause (ii)Transactions.

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by such Stockholder or rights to dissent (or other such similar rights) from the Merger which that Stockholder may arise with respect to the Merger have and (ii) agrees not to commence or participate join in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative shareholder action or other Legal Proceedingotherwise, against Parent, Acquisition SubPurchaser, the Company Company, the Company’s directors or any of their respective successors successors, in each case, relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Legal Proceeding claim (xw) challenging the validity of, or seeking to enjoin or delay the operation or consummation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (yx) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the Merger Agreement or any of the transactions contemplated thereby, (y) making any claim with respect to SEC disclosure (or other disclosure to the holders of Shares) in connection with the Merger Agreement or the transactions contemplated thereby. Each Stockholder agrees to provide prompt written notice to Parent upon obtaining knowledge of the commencement, or (z) making any claim against Parent, Purchaser or their respective Representatives in connection with this Agreement or the threat of commencement, of any such claims set forth in Merger Agreement or the foregoing clause (ii)transactions contemplated thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by such Stockholder or rights to dissent (or other such similar rights) from the Merger which that such Stockholder may arise with respect to the Merger have and (ii) agrees (A) not to commence any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or (B) not to commence or participate in, and to take all actions necessary to opt out of of, any class in any class action with respect to, any claim, derivative shareholder action or other Legal Proceedingotherwise, against Parent, Acquisition Merger Sub, the Company or any of their respective successors relating successors, in each case of clause (A) and (B), (w) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, (x) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the Transactions contemplated thereby, (y) making any claim with respect to SEC disclosure (or other disclosure to the Company’s stockholders) in connection with the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer approval or consummation of the Merger, including or (z) making any Legal Proceeding (x) challenging the validity ofaiding and abetting or similar claim against Parent or Merger Sub, or seeking to enjoin any of their respective Affiliates or delay the operation or consummation ofRepresentatives, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (y) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby. Each Stockholder agrees to provide prompt written notice to Parent upon obtaining knowledge of the commencement, or the threat of commencement, of any such claims set forth in the foregoing clause (ii)foregoing.

Waiver of Appraisal and Dissenters’ Rights and Actions. Each The Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by such Stockholder or appraisal, rights to dissent (from or other such similar rights) from the Merger which may arise rights of an objecting stockholder with respect to the Merger Mergers that the Stockholder may have (it being expressly acknowledged that no dissenters’ or appraisal rights shall be available with respect to the Mergers) and (ii) agrees not to commence or participate in, assist or knowingly encourage, and to take all actions necessary to opt out of any class in in, any class action with respect to, to any action or claim, derivative shareholder action or other Legal Proceedingotherwise, against Parent, Acquisition Subthe Company, the Company Partnership or any other Company Subsidiaries or affiliates and each of their successors and assigns and their respective successors directors and officers relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the MergerMergers, including any Legal Proceeding such claim (xA) challenging the validity of, or seeking to enjoin or delay the operation or consummation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation closing of the Offer or the ClosingMergers) or (yB) alleging a breach of any fiduciary duty of the Company Board or the general partner of the Partnership in connection with the Merger Agreement or the transactions contemplated thereby. Each Stockholder agrees to provide prompt written notice to Parent upon obtaining knowledge of the commencement, or the threat of commencement, of any such claims set forth in the foregoing clause (ii).

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by such Stockholder or rights to dissent (or other such similar rights) from the Merger which that Stockholder may arise with respect to the Merger have and (ii) agrees not to commence or participate join in, and to take all actions necessary to opt out of of, any class in any class action with respect to, any claim, derivative shareholder action or other Legal Proceedingotherwise, against Parent, Acquisition SubPurchaser, the Company Company, the Company’s directors or any of their respective successors successors, in each case, relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Legal Proceeding claim (xw) challenging the validity of, or seeking to enjoin or delay the operation or consummation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (yx) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the Merger Agreement or any of the transactions contemplated thereby, (y) making any claim with respect to SEC disclosure (or other disclosure to the holders of Shares) in connection with the Merger Agreement or the transactions contemplated thereby. Each Stockholder agrees to provide prompt written notice to Parent upon obtaining knowledge of the commencement, or (z) making any claim against Parent, Purchaser or their respective Representatives in connection with this Agreement or the threat of commencement, of any Merger Agreement or the transactions contemplated thereby (other than such claims set forth in a claim to enforce the foregoing clause (iiMerger Agreement).

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) irrevocably waives and agrees not to exercise any and all rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by such Stockholder or rights to dissent (or other such similar rights) from the Merger which that Stockholder may arise with respect to the Merger have and (ii) agrees not to commence or participate join in, and to take all actions necessary to opt out of of, any class in any class action with respect to, to any claim, derivative shareholder action or other Legal Proceedingotherwise, against Parent, Acquisition Merger Sub, the Company Company, the Company’s directors or any of their respective successors Affiliates or successors, in each case, relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Legal Proceeding claim (xA) challenging the validity of, or seeking to enjoin or delay the operation or consummation of, any provision of this Agreement or the Merger Agreement Agreement, (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (yB) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or any of the Transactions, (C) with respect to SEC disclosure (or other disclosure to the holders of Company Shares) in connection with this Agreement or the Merger Agreement or the transactions contemplated thereby. Each Stockholder agrees to provide prompt written notice to Parent upon obtaining knowledge of the commencementhereby or thereby or (D) against Parent, Merger Sub or their respective Representatives in connection with this Agreement or the threat of commencement, of any such claims set forth in Merger Agreement or the foregoing clause (ii)transactions contemplated hereby or thereby.

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by such Stockholder or rights to dissent (or other such similar rights) from the Merger which that Stockholder may arise with respect to the Merger have and (ii) agrees (A) not to commence any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or (B) not to commence or participate in, and to take all actions necessary to opt out of of, any class in any class action with respect to, any claim, derivative shareholder action or other Legal Proceedingotherwise, against Parent, Acquisition Merger Sub, the Company or any of their respective successors relating successors, in each case of clause (A) and (B), (w) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, (x) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the Transactions contemplated thereby, (y) making any claim with respect to SEC disclosure (or other disclosure to the Company’s stockholders) in connection with the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer approval or consummation of the Merger, including or (z) making any Legal Proceeding (x) challenging the validity ofaiding and abetting or similar claim against Parent or Merger Sub, or seeking to enjoin any of their respective Affiliates or delay the operation or consummation ofRepresentatives, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (y) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby. Each Stockholder agrees to provide prompt written notice to Parent upon obtaining knowledge of the commencement, or the threat of commencement, of any such claims set forth in the foregoing clause (ii)foregoing.

Waiver of Appraisal and Dissenters’ Rights and Actions. Each Stockholder hereby (i) irrevocably waives and agrees not to exercise any rights (including under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any Company Shares Beneficially Owned by such Stockholder or rights to dissent (or other such similar rights) from the Merger which that Stockholder may arise with respect to the Merger have and (ii) agrees not to commence or participate join in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative shareholder action or other Legal Proceedingotherwise, against Parent, Acquisition Merger Sub, the Company Company, the Company’s directors or any of their respective successors successors, in each case, relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the making or consummation of the Offer or consummation of the Merger, including any Legal Proceeding claim (xA) challenging the validity of, or seeking to enjoin or delay the operation or consummation of, any provision of this Agreement or the Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the Closing) or (yB) alleging a breach of any fiduciary duty of the board of directors of the Company Board in connection with the Merger Agreement or any of the transactions contemplated thereby. Each Stockholder agrees , (C) with respect to provide prompt written notice SEC disclosure (or other disclosure to Parent upon obtaining knowledge the holders of Shares) in connection with this Agreement or the commencementMerger Agreement or the transactions contemplated hereby or thereby, or (D) against Parent, Merger Sub or their respective Representatives in connection with this Agreement or the threat of commencement, of any such claims set forth in Merger Agreement or the foregoing clause (ii)transactions contemplated hereby or thereby.