Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Appears in 73 contracts
Samples: Agreement and Plan of Merger (Green Plains Inc.), Agreement and Plan of Merger (Green Plains Partners LP), Agreement and Plan of Merger (HF Sinclair Corp)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, applicable to contracts executed in Delaware for agreements made and to be wholly performed entirely within that Statesuch state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.
Appears in 45 contracts
Samples: Unit Subscription Agreement (UTXO Acquisition Inc.), Unit Subscription Agreement (UTXO Acquisition Inc.), Private Placement Unit Purchase Agreement (890 5th Avenue Partners, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (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 to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of law thereof.
Appears in 17 contracts
Samples: Tender and Voting Agreement, And Support Agreement (Harris Interactive Inc), Tender and Support Agreement (Harris Interactive Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, the CVRs and all actions arising under or in connection therewith 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 to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of law thereof.
Appears in 17 contracts
Samples: Contingent Value Rights Agreement (Kintara Therapeutics, Inc.), Agreement and Plan of Merger (XOMA Corp), Agreement and Plan of Merger (Kinnate Biopharma Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of Laws thereof.
Appears in 15 contracts
Samples: Voting and Support Agreement (Primoris Services Corp), Voting and Support Agreement (Primoris Services Corp), Voting and Support Agreement (Primoris Services Corp)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, Delaware regardless of the Laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of laws thereof.
Appears in 14 contracts
Samples: Stock Purchase and Sale Agreement (Janel Corp), Stock Purchase and Sale Agreement (Rubicon Technology, Inc.), Stock Purchase and Sale Agreement (Janel Corp)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 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 the parties arising out of or relating to contracts executed this Agreement or any of the transactions contemplated by this Agreement each of the parties irrevocably and unconditionally consents and submits to the jurisdiction and venue of the state and federal courts located in and to be performed entirely within that Statethe State of Delaware.
Appears in 13 contracts
Samples: Voting Agreement (Warburg Pincus Private Equity Viii L P), Voting Agreement (Toucan Capital Fund II, LP), Form of Voting Agreement (Website Pros Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (MPLX Lp), Agreement and Plan of Merger (Marathon Petroleum Corp), Agreement and Plan of Merger (Markwest Energy Partners L P)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without giving effect to principles or rules of conflict of laws.
Appears in 11 contracts
Samples: Director Nominations Agreement (Applovin Corp), Stockholders’ Agreement (Home Point Capital Inc.), Stockholders’ Agreement (Home Point Capital Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Appears in 8 contracts
Samples: Tax Matters Agreement (New Remy Holdco Corp.), Agreement and Plan of Merger (Verenium Corp), Agreement and Plan of Merger (Dynamex Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, applicable without regard to contracts executed in and to be performed entirely within that Statethe conflicts of law rules of such state.
Appears in 8 contracts
Samples: Support Agreement (Singer Karen), Tender and Support Agreement (Goldfield Corp), Agreement and Plan of Merger (Conmed Healthcare Management, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Law of the State of Delaware, Delaware applicable to contracts executed in and to be performed entirely within in that State, without regard to principles of the conflict of Law.
Appears in 8 contracts
Samples: Investor Rights Agreement (Communication Intelligence Corp), Investor Rights Agreement (Communication Intelligence Corp), Investor Rights Agreement (Phoenix Venture Fund LLC)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 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 the parties arising out of or relating to contracts executed in this Agreement or any of the transactions contemplated by this Agreement each of the parties irrevocably and unconditionally consents and submits to be performed entirely within that Statethe jurisdiction and venue of the Chancery Court of the State of Delaware.
Appears in 7 contracts
Samples: Voting Agreement (Brocade Communications Systems Inc), Voting Agreement (Brocade Communications Systems Inc), Voting Agreement (Brocade Communications Systems Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 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 any applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of laws of the State of Delaware.
Appears in 7 contracts
Samples: Registration Rights Agreement (Digitalglobe Inc), Voting Agreement (GeoEye, Inc.), Voting Agreement (GeoEye, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without regard to conflicts of laws principles.
Appears in 6 contracts
Samples: Tax Matters Agreement, Investor Rights Agreement (Fleetcor Technologies Inc), Investor Rights Agreement (Ceridian LLC)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, the rights and obligations of the parties hereto under this Agreement, and any disputes arising under or relating to this Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by, by and construed in accordance with, with the laws Law of the State of Delaware, applicable Delaware without regard to contracts executed in and to be performed entirely within that Statethe conflict of law principles thereof.
Appears in 6 contracts
Samples: Voting and Support Agreement (Vector Capital V, L.P.), Support Agreement (Cornerstone OnDemand Inc), Voting and Support Agreement (Cornerstone OnDemand Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the laws of any other jurisdiction.
Appears in 5 contracts
Samples: Reorganization Agreement (Cannae Holdings, Inc.), Reorganization Agreement (Fidelity National Financial, Inc.), Tax Matters Agreement (Cannae Holdings, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be governed by, and construed in accordance with, the laws Laws of the State of Delaware, Delaware regardless of the Laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of laws thereof.
Appears in 5 contracts
Samples: Guarantee and Collateral Agreement (RhythmOne PLC), Agreement and Plan of Merger and Reorganization (YuMe Inc), Agreement and Plan of Merger (Tubemogul Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, enforced, and construed under and in accordance with, with the laws Laws of the State of Delaware, applicable without giving effect to contracts executed in and to be performed entirely within that Statethe principles of conflicts of law thereunder.
Appears in 5 contracts
Samples: Share Exchange Agreement (W Technologies, Inc.), Share Exchange Agreement (W Technologies, Inc.), Forgiveness and Exchange Agreement (Jupiter Neurosciences, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, applicable without regard to contracts executed in and to be performed entirely within that State.the conflicts of law rules of such state
Appears in 5 contracts
Samples: Shareholders Agreement (Westinghouse Air Brake Technologies Corp), Form of Shareholders Agreement (Westinghouse Air Brake Technologies Corp), Form of Shareholders Agreement (Westinghouse Air Brake Technologies Corp)
Governing Law; Jurisdiction; Waiver of Jury Trial. (ai) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Appears in 4 contracts
Samples: Securities Purchase Agreement (L-1 Identity Solutions, Inc.), Securities Purchase Agreement (L-1 Identity Solutions, Inc.), Securities Purchase Agreement (L-1 Identity Solutions, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the applicable laws of the State of Delaware, without giving effect to any choice of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the applicable to contracts executed in and laws of any jurisdiction other than the State of Delaware to be performed entirely within that Stateapplied.
Appears in 4 contracts
Samples: Management Investor Rights Agreement (ADT Inc.), Management Investor Rights Agreement (ADT, Inc.), Management Investor Rights Agreement (ADT, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that Statestate, without giving effect to any conflicts of law principles that would result in the application of any applicable Law other than the Law of the State of Delaware.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Cerberus Cyber Sentinel Corp), Shareholders Agreement (Cerberus Cyber Sentinel Corp), Agreement and Plan of Merger (Cerberus Cyber Sentinel Corp)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 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 conflict of laws thereof. In any action between the parties arising out of or relating to contracts executed in this Agreement or any of the transactions contemplated by this Agreement each of the parties irrevocably and unconditionally consents and submits to be performed entirely within that Statethe jurisdiction and venue of the Chancery Court of the State of Delaware.
Appears in 4 contracts
Samples: Voting Agreement (Adams Golf Inc), Voting Agreement (Adams Golf Inc), Voting Agreement (Adams Golf Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 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 to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of laws thereof.
Appears in 4 contracts
Samples: Voting and Support Agreement, Voting and Support Agreement (Fortress Investment Group LLC), Voting and Support Agreement (Fortress Investment Group LLC)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, Delaware applicable to contracts Contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Galderma Laboratories, Inc.), Agreement and Plan of Merger (Collagenex Pharmaceuticals Inc), Preferred Stock Purchase and Voting Agreement (Galderma Laboratories, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, Delaware applicable to contracts executed in and to be performed entirely within that Statestate, regardless of the laws that might otherwise govern under any applicable conflict of laws principles, except to the extent the provisions of the Laws of the Mxxxxxxx Islands are mandatorily applicable to the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (GasLog Ltd.), Agreement and Plan of Merger (GasLog Partners LP), Agreement and Plan of Merger (GasLog Ltd.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, Delaware regardless of the Laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of laws thereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Seracare Life Sciences Inc), Agreement and Plan of Merger (Encysive Pharmaceuticals Inc), Agreement and Plan of Merger (Pfizer Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the laws of any other jurisdiction.
Appears in 3 contracts
Samples: Reorganization Agreement (Cannae Holdings, Inc.), Reorganization Agreement (Fidelity National Financial, Inc.), Reorganization Agreement (Cannae Holdings, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, applicable United States, without giving effect to contracts executed in and principles or rules of conflict of laws to be performed entirely within that Statethe extent such principles or rules would require or permit the application of the laws of another jurisdiction.
Appears in 3 contracts
Samples: Stockholders Agreement, Stockholders Agreement (Laureate Education, Inc.), Stockholders Agreement (Laureate Education, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and any dispute, controversy or claim arising out of or relating to this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without giving effect to principles or rules of conflict of laws.
Appears in 3 contracts
Samples: Conversion Agreement (Calumet Specialty Products Partners, L.P.), Conversion Agreement (Calumet Specialty Products Partners, L.P.), Conversion Agreement (Calumet Specialty Products Partners, L.P.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (ai) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the laws of any other jurisdiction.
Appears in 3 contracts
Samples: Voting Agreement (Fidelity National Financial, Inc.), Voting Agreement (Cannae Holdings, Inc.), Voting Agreement (Cannae Holdings, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, Delaware applicable to contracts executed in and to be performed entirely within in that State, without regard to the principles of conflict of Laws of the State of Delaware or any other jurisdiction.
Appears in 3 contracts
Samples: Stockholder Agreement (Chindex International Inc), Stock Purchase Agreement (Chindex International Inc), Stockholder Agreement (Chindex International Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, applicable Delaware without regard to contracts executed in and the conflict or choice of laws provisions thereof that would give rise to be performed entirely within that Statethe application of the domestic substantive law of any other jurisdiction.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Millennium Pharmaceuticals Inc), Agreement and Plan of Merger (Sciele Pharma, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be governed by, construed and construed enforced in accordance with, with the laws of the State of Delaware, applicable Delaware as applied to contracts executed in agreements between Delaware residents entered into and to be performed entirely within that Statethe State of Delaware. The jurisdiction and venue in any action brought by any party hereto pursuant to this Agreement shall properly lie in any federal or state court located in the City, County and State of Delaware.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Helius Medical Technologies, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable Delaware without reference to contracts executed in and such state’s principles of conflicts of law that would refer a matter to be performed entirely within that Statea different jurisdiction.
Appears in 2 contracts
Samples: Voting Agreement (1Life Healthcare Inc), Agreement and Plan of Merger (1Life Healthcare Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of DelawareDelaware without regard to the principles, applicable to contracts executed in and to be performed entirely within that Statepolicies or provisions thereof concerning conflict or choice of laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Magellan Health Services Inc), Agreement and Plan of Merger (Magellan Health Services Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Appears in 2 contracts
Samples: Form of Voting Agreement (Diamond Management & Technology Consultants, Inc.), Form of Voting Agreement (PricewaterhouseCoopers LLP)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all disputes or controversies arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that StateState without giving effect to the choice of law principles of such state that would require or permit the application of the Laws of another jurisdiction.
Appears in 2 contracts
Samples: Contribution Agreement (Southcross Energy Partners, L.P.), Contribution Agreement (American Midstream Partners, LP)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware applicable to contracts executed in and to be performed entirely within that State.
Appears in 2 contracts
Samples: Support Agreement (Kinder Richard D), Support Agreement (Kinder Morgan Energy Partners L P)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed byinterpreted, construed, applied and construed enforced in accordance with, with the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Appears in 2 contracts
Samples: O Agreement (CNL Retirement Properties Inc), Assumption and Reimbursement Agreement (Sunrise Assisted Living Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the applicable laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflict of law hereof.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Athlon Energy Inc.), Limited Partnership Agreement (Athlon Energy Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement together with the Support Agreements shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Graham Holdings Co), Agreement and Plan of Merger (SmartPros Ltd.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts Contracts executed in and to be performed entirely within that State, without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the laws of any other jurisdiction.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (F&G Annuities & Life, Inc.), Separation and Distribution Agreement (F&G Annuities & Life, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, without regard to the Laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kapstone Paper & Packaging Corp), Agreement and Plan of Merger (WestRock Co)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware applicable to contracts executed in and to be performed entirely within such State, without regard to conflicts of law principles that Statewould refer a matter to another jurisdiction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spark Networks SE), Agreement and Plan of Merger
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 13.6.1. This Agreement shall be governed by, exclusively by and construed and enforced exclusively in accordance with, with the internal laws of the State of Delaware, applicable Delaware without giving effect to contracts executed in and to be performed entirely within that Statethe principles of conflicts of law thereof.
Appears in 2 contracts
Samples: Transition Service Agreement (AgroFresh Solutions, Inc.), Stock Purchase Agreement (Boulevard Acquisition Corp.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable without regard to contracts executed the choice of law rules thereof that would result in and to be performed entirely within that Statethe application of the Law of any other jurisdiction.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Terremark Worldwide Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 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. Each of the parties irrevocably and unconditionally consents and submits to contracts executed the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in and to be performed entirely within that Statefor New Castle County, Delaware.
Appears in 2 contracts
Samples: Stockholder Agreement (Cv Therapeutics Inc), Stockholder Agreement (Gilead Sciences Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall will be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of laws thereof.
Appears in 2 contracts
Samples: Contingent Value Rights Agreement (Sigilon Therapeutics, Inc.), Rights Agreement (Akouos, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without regard to any applicable conflicts of laws principles, except to the extent that the application of the WBCL or federal securities laws is mandatory.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allegheny Technologies Inc), Agreement and Plan of Merger (Ladish Co Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (ai) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts executed in and to be made and performed entirely within that such State.
Appears in 2 contracts
Samples: Standstill Agreement (Texas Industries Inc), Standstill Agreement (Texas Industries Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Appears in 2 contracts
Samples: Contribution Agreement and Agreement (Anadarko Petroleum Corp), Contribution Agreement and Agreement and Plan of Merger (Western Gas Partners LP)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, Delaware (regardless of the Laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of law).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuvel Holdings, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of laws thereof.
Appears in 1 contract
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed byconstrued, performed and construed enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another State to contracts executed in and to be performed entirely within that Stateotherwise govern this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Artio Global Investors Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that StateState without giving effect to any choice or conflict of law provision or rule (whether in the state of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the state of Delaware.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biosource International Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (ai) This Agreement shall be governed by, construed and construed enforced in accordance with, with the laws Laws of the State of Delaware, applicable without giving effect to contracts executed in and to be performed entirely within that Statethe conflict or choice of law principles thereof.
Appears in 1 contract
Samples: Feedstock Supply Agreement (Alliance Resource Partners Lp)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, with and governed for all purposes by the laws internal substantive Laws of the State of Delaware, Delaware applicable to contracts executed in and to be wholly performed entirely within that StateDelaware.
Appears in 1 contract
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, applicable without regard to contracts executed in and to be performed entirely within that Statethe conflict of laws rules thereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Revel Entertainment Group, LLC)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, Delaware regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof to contracts executed the extent they would result in and to be performed entirely within that Statethe application of the Laws of another jurisdiction.
Appears in 1 contract
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without giving effect to any conflicts of law principles that would result in the application of any Applicable Law other than the law of the State of Delaware.
Appears in 1 contract
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement Agreement, and any claims or disputes arising under or related to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Appears in 1 contract
Governing Law; Jurisdiction; Waiver of Jury Trial. (ab) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, Delaware regardless of the Laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of laws thereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Rubios Restaurants Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of laws thereof.
Appears in 1 contract
Samples: Voting Agreement (Danaher Corp /De/)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 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 the parties arising out of or relating to contracts executed this Agreement or any of the transactions contemplated by this Agreement, all of the parties irrevocably and unconditionally consent and submit to the jurisdiction and venue of the state and federal courts located in and to be performed entirely within that Statethe State of Delaware.
Appears in 1 contract
Samples: Voting Agreement (Specialized Health Products International Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable to contracts executed in and to be performed entirely within that Stateprinciples of conflicts of laws thereof.
Appears in 1 contract
Samples: Voting Agreement (Silicon Graphics International Corp)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, applicable without regard to contracts executed in and to be performed entirely within that Statethe conflicts of law principles of such state.
Appears in 1 contract
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, applicable without regard to contracts executed in and to be performed entirely within that the conflicts of law principles of such State.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (TTM Technologies Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Lions Gate Entertainment Corp /Cn/)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that Statestate, without giving effect to any conflicts of law principles that would result in the application of any applicable Law other than the Law of the State of Delware.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cerberus Cyber Sentinel Corp)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, Delaware regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof to contracts executed the extent they would result in and to be performed entirely within that Statethe application of the Laws of another jurisdiction.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Martek Biosciences Corp)
Governing Law; Jurisdiction; Waiver of Jury Trial. (aj) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, without giving effect to any conflicts of law principles that would result in the application of any Applicable Law other than the law of the State of Delaware.
Appears in 1 contract
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This 12.5.1 The validity, construction and performance of this Agreement, and any Action arising out of or relating to this Agreement shall be governed by, and construed in accordance with, by the laws Laws of the State of Delaware, applicable without regard to contracts executed in and to be performed entirely within that Statethe conflict of Laws principles thereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Galaxy Gaming, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, applicable Delaware (without giving effect to contracts executed in and to be performed entirely within that Statechoice of Law principles thereof).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Image Entertainment Inc)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, applicable without giving effect to contracts executed in and to be performed entirely within that Stateprinciples or rules of conflict of laws.
Appears in 1 contract
Samples: Indemnification Agreement (Peninsula Acquisition Corp)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) 12.6.1 This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State.
Appears in 1 contract
Samples: Asset Purchase Agreement (Genesis Healthcare, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, applicable Delaware without giving effect to contracts executed in and to be performed entirely within that Statethe principles of conflicts of law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (MTS Medication Technologies, Inc /De/)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, with the laws Laws of the State of Delaware, Delaware applicable to contracts executed in made and to be performed entirely within that Statesuch state, without regard to any applicable conflicts of law principles.
Appears in 1 contract
Samples: Agreement and Plan of Merger (First California Financial Group, Inc.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by, and construed in accordance with, with and governed by the laws of the State of Delaware, applicable without giving effect to contracts executed the conflict of laws principles thereof that would result in and to be performed entirely within that Statethe application of the laws of another jurisdiction.
Appears in 1 contract
Samples: Voting and Support Agreement (Pine Technology Acquisition Corp.)
Governing Law; Jurisdiction; Waiver of Jury Trial. (ad) This Agreement shall be governed byconstrued, performed and construed enforced in accordance with, with the laws of the State of DelawareDelaware (without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction) as to all matters, applicable to contracts executed in including matters of validity, construction, effect, performance and to be performed entirely within that Stateremedies.
Appears in 1 contract
