Exclusive Jurisdiction; Venue. In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated hereby, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 11.07, (c) waives any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (e) agrees that service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 11.02 of this Agreement.
Appears in 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger and Reorganization (Pyramid Oil Co), Agreement and Plan of Merger and Reorganization (Pyramid Oil Co)
Exclusive Jurisdiction; Venue. In any action or proceeding between any of the parties Parties arising out of or relating to this Agreement or any of the transactions contemplated herebyContemplated Transactions, each of the partiesParties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 11.07Section, (c) waives any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (e) agrees that service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 11.02 8.12 of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rivulet Media, Inc.), Agreement and Plan of Merger (Bio-Matrix Scientific Group, Inc.)
Exclusive Jurisdiction; Venue. In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated hereby, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 11.0710.07, (c) waives any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (e) agrees that service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 11.02 10.02 of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Yuma Energy, Inc.), Agreement and Plan of Merger and Reorganization (Yuma Energy, Inc.)
Exclusive Jurisdiction; Venue. (a) In any action or proceeding between any of the parties Parties arising out of or relating to this Agreement or any of the transactions contemplated herebyContemplated Transactions, each of the partiesParties: (ai) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (bii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 11.078.7, (ciii) waives any objection to laying venue in any such action or proceeding in such courts, (div) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any partyParty, and (ev) agrees that service of process upon such party Party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 11.02 8.12 of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Select Energy Services, Inc.)
Exclusive Jurisdiction; Venue. In any action or proceeding between any of the parties Parties arising out of or relating to this Agreement or any of the transactions contemplated herebyContemplated Transactions, each of the partiesParties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 11.07Section, (c) waives any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any partyParty, and (e) agrees that service of process upon such party Party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 11.02 8.12 of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seventy Seven Energy Inc.)
Exclusive Jurisdiction; Venue. In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated hereby, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (b) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in accordance with clause (a) of this Section 11.078.07, (c) waives any objection to laying venue in any such action or proceeding in such courts, (d) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any party, and (e) agrees that service of process upon such party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Section 11.02 8.02 of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Synthesis Energy Systems Inc)
