Common use of Exclusive Forum Clause in Contracts

Exclusive Forum. Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the corporation to the corporation or the corporation’s stockholders, (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the Delaware General Corporation Law or the corporation’s Certificate of Incorporation or By-Laws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Agreement and Plan of Merger (Sirona Dental Systems, Inc.)

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Exclusive Forum. Unless To the corporation fullest extent permitted by law, unless the Corporation consents in writing to the selection of an alternative alternate forum, the sole and exclusive forum for all litigation relating to the internal affairs of the Corporation, including without limitation (i) any derivative action or proceeding brought on behalf of the corporationCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or director, officer or other employee of the corporation Corporation to the corporation Corporation or the corporation’s stockholdersstockholders of the Corporation, (iii) any action asserting a claim against the corporation or any director or officer or other employee of the corporation arising pursuant to any provision of the Delaware General Corporation Law or DGCL, the corporation’s Certificate of Incorporation or By-Laws these bylaws (in each case, as either they may be amended from time to time), or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine doctrine, shall be a state court located within the State of Delaware (Delaware, or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (IMS Health Holdings, Inc.), Agreement and Plan of Merger (Quintiles Transnational Holdings Inc.)

Exclusive Forum. Unless the corporation Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporationCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the corporation Corporation to the corporation Corporation or the corporationCorporation’s stockholders, (iii) any action asserting a claim against the corporation Corporation or any director or officer or other employee of the corporation Corporation arising pursuant to any provision of the Delaware General Corporation Law of the State of Delaware or the corporation’s Certificate of Incorporation or By-Laws these Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation Corporation or any director or officer or other employee of the corporation Corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

Appears in 2 contracts

Samples: Business Combination Agreement (WestRock Co), Business Combination Agreement (Rock-Tenn CO)

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Exclusive Forum. Unless the corporation Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporationCorporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the corporation Corporation to the corporation Corporation or the corporationCorporation’s stockholders, (iii) any action asserting a claim against the corporation Corporation or any director or officer or other employee of the corporation Corporation arising pursuant to any provision of the Delaware General Corporation Law of the State of Delaware or the corporation’s Certificate of Incorporation or By-Laws these Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the corporation Corporation or any director or officer or other employee of the corporation Corporation governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).. Certificate I certify that this is a true and correct copy of the Bylaws of [ ]. (Assistant) Secretary Date

Appears in 1 contract

Samples: Business Combination Agreement (MEADWESTVACO Corp)

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