Common use of Applicable Law; Jurisdiction Clause in Contracts

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.

Appears in 10 contracts

Samples: Tender and Voting Agreement (Conmed Healthcare Management, Inc.), Tender and Voting Agreement (Pappajohn John), Stockholder Agreement (Peets Coffee & Tea Inc)

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Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this AgreementAgreement or any of the Contemplated Transactions: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.

Appears in 9 contracts

Samples: Agreement and Plan of Merger and Reorganization (Infinity Oil & Gas Co), Agreement and Plan of Merger and Reorganization (Lipocine Inc.), Agreement and Plan of Merger (Peplin Inc)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jurylaws.

Appears in 6 contracts

Samples: Support Agreement (CalciMedica, Inc. /DE/), Agreement and Plan of Merger and Reorganization (Bell Robert G.), Agreement and Plan of Merger and Reorganization (Tanimoto Sarina)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this AgreementAgreement or any of the Contemplated Transactions: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Green Mountain Coffee Roasters Inc), Agreement and Plan of Merger (Peets Coffee & Tea Inc), Agreement and Plan of Merger (Diedrich Coffee Inc)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (ai) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of state and federal courts located in the State of Delaware; and (bii) each of the parties irrevocably waives the right to trial by jury.

Appears in 4 contracts

Samples: Rollover Agreement, Rollover Agreement (Chen Robert I), Rollover Agreement (Battery Ventures VIII Lp)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.

Appears in 3 contracts

Samples: Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc), Iii Agreement and Plan of Merger and Reorganization (Macromedia Inc), Iii Agreement and Plan of Merger and Reorganization (Adobe Systems Inc)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties arising out of or relating to this Agreement: Agreement or any of the transactions contemplated by this Agreement (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of (or to the extent such court does not have subject matter jurisdiction, other state courts) located in the State of Delaware; Delaware and (b) each of the parties irrevocably waives the right to trial by jury.

Appears in 3 contracts

Samples: Agreement of Merger (Nassda Corp), Agreement of Merger (Synopsys Inc), Agreement and Plan of Merger (Alpha Innotech Corp)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of Chancery of (or to the extent such court does not have subject matter jurisdiction, other state courts) located in the State of Delaware; and (b) (c) each of the parties irrevocably waives the right to trial by jury.

Appears in 2 contracts

Samples: Agreement of Merger (Ipass Inc), Agreement of Merger (GoRemote Internet Communications, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action between any of the parties arising out of or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.suit

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Avalon Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Clinical Data Inc)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, all respects by the internal laws of the State of Delaware, regardless Delaware without regard to conflict of laws provisions. The parties hereto (i) designate the courts of the laws that might otherwise govern under applicable principles State of conflicts of laws thereof. In any action between any of Delaware as the parties arising out of or relating forum where all matters pertaining to this Agreement: Agreement may be adjudicated, and (aii) each of by the parties irrevocably and unconditionally consents and submits foregoing designation, consent to the exclusive jurisdiction and venue of such courts for the Court purpose of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right adjudicating all matters pertaining to trial by jurythis Agreement.

Appears in 2 contracts

Samples: Subscription Agreement (Arrowhead Research Corp), Subscription Agreement (Arrowhead Research Corp)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties arising out of or relating to this Agreement: (a) Agreement or any of the transactions contemplated by this Agreement each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of (or to the extent such court does not have subject matter jurisdiction, other state courts) located in the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.

Appears in 2 contracts

Samples: Agreement of Merger (Synopsys Inc), Agreement of Merger (HPL Technologies Inc)

Applicable Law; Jurisdiction. This Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of Delaware, regardless of the laws law that might otherwise govern be applied under applicable principles of conflicts conflict of laws thereof. In any action between any of the parties arising out of or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jurylaws.

Appears in 2 contracts

Samples: Nonqualified Stock Option Agreement (PetIQ, Inc.), Nonqualified Stock Option Agreement (PetIQ, Inc.)

Applicable Law; Jurisdiction. This Agreement agreement is made under, and shall be governed by, construed and construed enforced in accordance with, the laws Laws of the State of DelawareDelaware applicable to agreements made and to be performed solely therein, regardless of the laws that might otherwise govern under applicable without giving effect to principles of conflicts of laws thereofLaw. In any action among or between any of the parties arising out of or relating to this Agreement: (a) , each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of state and federal courts located in the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Webex Communications Inc)

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Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or suit between any of the parties arising out of or relating to this Agreement: (a) each Agreement or any of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.the

Appears in 1 contract

Samples: Agreement and Plan of Merger (Applied Materials Inc /De)

Applicable Law; Jurisdiction. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Retail Opportunity Investments Corp)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State state of Delaware, regardless of the laws Laws that might otherwise govern under applicable principles of conflicts of laws thereofLaws. In any action or Legal Proceeding between any of the parties arising out of or relating to this Agreement: (a) , each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.parties:

Appears in 1 contract

Samples: Support Agreement (Talaris Therapeutics, Inc.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws. In any action or suit between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement: (ai) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.consents

Appears in 1 contract

Samples: Rollover Agreement (Vector Capital III, L.P.)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Agreement: EXCEPT AS SET FORTH IN SECTION 1.12 (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Myriad Genetics Inc)

Applicable Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by jury.might

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Prime Response Inc/De)

Applicable Law; Jurisdiction. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State state of DelawareDelaware (excluding any conflict of laws, regardless rule or principle which might refer such construction to the laws of another jurisdiction) and shall be treated in all respects as a Delaware contract. The parties hereto irrevocably attorn to the non-exclusive jurisdiction of the laws that might otherwise govern under applicable principles state and federal courts of conflicts of laws thereof. In Delaware with respect to any action between any of the parties matter arising out of hereunder or relating to this Agreement: (a) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware; and (b) each of the parties irrevocably waives the right to trial by juryrelated thereto.

Appears in 1 contract

Samples: Acquisition Agreement (Quest Solution, Inc.)

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