Governing Law. 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.
Appears in 413 contracts
Samples: Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Voting Agreement (HashiCorp, Inc.), Tender and Support Agreement (Alpine Immune Sciences, Inc.)
Governing Law. 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 law thereof.
Appears in 374 contracts
Samples: Acquisition Agreement (Rally Software Development Corp), Agreement and Plan of Merger (Veramark Technologies Inc), Support Agreement (Sandisk Corp)
Governing Law. 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.
Appears in 327 contracts
Samples: Agreement and Plan of Merger and Reorganization (Supergen Inc), Agreement and Plan of Reorganization (Square, Inc.), Agreement and Plan of Merger (Opinion Research Corp)
Governing Law. 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 thereoflaw.
Appears in 191 contracts
Samples: ’ Rights Agreement (International Stem Cell CORP), Stock Purchase Agreement (Patriot Scientific Corp), Restricted Securities Award Agreement (Nexcore Healthcare Capital Corp)
Governing Law. 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 conflict of laws thereof.
Appears in 144 contracts
Samples: Agreement and Plan of Merger (Andrew Corp), Agreement and Plan of Merger (National Health Realty Inc), Agreement and Plan of Merger and Reorganization (Epoch Biosciences Inc)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 107 contracts
Samples: Agreement and Plan of Merger (Adc Telecommunications Inc), Investor Rights Agreement (Superior Consultant Holdings Corp), Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Governing Law. 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.
Appears in 92 contracts
Samples: Voting Agreement (Weyerhaeuser Co), Voting Agreement (TRI Pointe Homes, Inc.), Voting Agreement (Weyerhaeuser Co)
Governing Law. This Agreement shall be governed by, and construed interpreted in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts other than its conflict of laws thereofprinciples.
Appears in 76 contracts
Samples: Stock Option Grant Agreement for Employees or Consultants (Arena Pharmaceuticals Inc), Grant Agreement (Arena Pharmaceuticals Inc), Incentive Stock Option Grant Agreement for Employees (Arena Pharmaceuticals Inc)
Governing Law. 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 Laws thereof.
Appears in 63 contracts
Samples: Agreement and Plan of Merger (HashiCorp, Inc.), Investment Agreement (SilverSun Technologies, Inc.), Voting and Support Agreement (SilverSun Technologies, Inc.)
Governing Law. 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 to agreements made and to be performed entirely within such state, other than conflict of laws thereofprinciples thereof directing the application of any law other than that of Delaware.
Appears in 57 contracts
Samples: Stock Option Agreement (Net Perceptions Inc), Stock Option Agreement (Net Perceptions Inc), Restricted Stock Award Agreement (Net Perceptions Inc)
Governing Law. 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.
Appears in 49 contracts
Samples: Investors’ Rights Agreement (Remitly Global, Inc.), Agreement and Plan of Merger (Taylor Morrison Home Corp), Agreement and Plan of Merger (APA Corp)
Governing Law. 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 law thereof.
Appears in 42 contracts
Samples: Agreement and Plan of Merger and Reorganization (TorreyPines Therapeutics, Inc.), Agreement and Plan of Merger (SyntheMed, Inc.), Agreement and Plan of Merger and Reorganization (Catalyst Semiconductor Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of Delaware, Delaware regardless of the laws law that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 36 contracts
Samples: Agreement and Plan of Merger (Mandalay Media, Inc.), Stock Purchase Agreement (Union Street Acquisition Corp.), Agreement and Plan of Merger (Israel Technology Acquisition Corp.)
Governing Law. 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 principles of conflicts of laws thereofapplicable thereto.
Appears in 36 contracts
Samples: Registration Rights Agreement (Freescale Semiconductor Inc), Registration Rights Agreement (Freescale Semiconductor Inc), Registration Rights Agreement (Motorola Inc)
Governing Law. 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 Delaware principles of conflicts of laws thereoflaw).
Appears in 34 contracts
Samples: Option Agreement (Brigham Exploration Co), Option Agreement (Brigham Exploration Co), Option Agreement (Brigham Exploration Co)
Governing Law. 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 law thereof.
Appears in 33 contracts
Samples: Agreement and Plan of Reorganization (Efficient Networks Inc), Agreement and Plan of Reorganization (Novell Inc), Agreement and Plan of Reorganization (Xenogen Corp)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws Laws of the State of Delaware, regardless of the laws any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 29 contracts
Samples: Contribution Agreement (Physicians Realty Trust), Contribution Agreement (Silver Bay Realty Trust Corp.), Contribution Agreement (Welsh Property Trust, Inc.)
Governing Law. 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 principles of conflicts of laws thereof).
Appears in 29 contracts
Samples: Mutual Support Agreement (Newcastle Partners L P), Agreement and Plan of Merger (JLM Industries Inc), Agreement and Plan of Merger (Bway Corp)
Governing Law. This Agreement shall will 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 conflict of laws thereof.
Appears in 29 contracts
Samples: Stock Option Agreement (Cfoex), Stock Option Agreement (Cfoex), Stock Option Agreement (Cfoex)
Governing Law. This The interpretation, performance and enforcement of this Agreement shall be governed by, by and construed enforced in accordance with, with the laws of the State of Delaware, regardless Delaware (other than its laws respecting choice of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw).
Appears in 29 contracts
Samples: Performance Unit Agreement (Career Education Corp), Performance Unit Agreement (Career Education Corp), Performance Unit Agreement (Career Education Corp)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws internal law of the State of Delaware, Delaware regardless of the laws law that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 27 contracts
Samples: Agreement and Plan of Reorganization (Northern Star Acquisition Corp.), Agreement and Plan of Reorganization (Victory Acquisition Corp), Merger Agreement and Plan of Reorganization (Ascend Acquisition Corp.)
Governing Law. 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.
Appears in 25 contracts
Samples: Stock Option Agreement (Software Com Inc), Stock Option Agreement (McKesson Corp), Agreement and Plan of Merger (Cytyc Corp)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State state of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of laws thereoflaw).
Appears in 23 contracts
Samples: Performance Unit Agreement (EnLink Midstream Partners, LP), Performance Unit Agreement (EnLink Midstream Partners, LP), Restricted Unit Agreement (Crosstex Energy Lp)
Governing Law. 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 principles of conflicts of laws thereof) as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies.
Appears in 22 contracts
Samples: Voting Agreement (Sk Telecom Co LTD), Asset Purchase Agreement (Pharmaceutical Product Development Inc), Voting Agreement (Virgin Mobile USA, Inc.)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of other than the laws that might otherwise govern under applicable principles of conflicts conflict of laws principles thereof.
Appears in 22 contracts
Samples: Incentive Stock Option Grant Agreement (Regeneration Technologies Inc), Nonstatutory Stock Option Grant Agreement (Ic Isaacs & Co Inc), Sample Non Qualified Stock Option Grant Agreement (Powrtec Corp)
Governing Law. This Agreement shall and the rights of the parties under this Agreement will be governed by, interpreted, and construed enforced 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.
Appears in 21 contracts
Samples: Operating Agreement (Adesa California, LLC), Operating Agreement (Environtech Inc.), Operating Agreement (Environtech Inc.)
Governing Law. 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.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Barrett Resources Corp), Agreement and Plan of Merger (Ea Engineering Acquisition Corp), Agreement and Plan of Merger (Interlink Computer Sciences Inc)
Governing Law. (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.
Appears in 21 contracts
Samples: Voting Agreement (Utstarcom Inc), Support Agreement (Image Entertainment Inc), Support Agreement (BTP Acquisition Company, LLC)
Governing Law. 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 thereoflaw.
Appears in 20 contracts
Samples: Agreement and Plan of Merger (Language Line Holdings, Inc.), Agreement and Plan of Merger (Language Line Costa Rica, LLC), Stock Option Agreement (Pennzenergy Co)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, 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 law thereof.
Appears in 20 contracts
Samples: Tender and Support Agreement (Celgene Corp /De/), Agreement and Plan of Merger (LKQ Corp), Agreement and Plan of Merger (Mattersight Corp)
Governing Law. This Agreement shall will 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.
Appears in 19 contracts
Samples: Agreement and Plan of Merger (TESARO, Inc.), Agreement and Plan of Merger (Sigilon Therapeutics, Inc.), Agreement and Plan of Merger (Provention Bio, Inc.)
Governing Law. This Agreement and all disputes hereunder shall be governed by, by and construed and enforced 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.
Appears in 17 contracts
Samples: Voting Agreement (Empire Resorts Inc), Voting Agreement (Empire Resorts Inc), Voting Agreement (Empire Resorts Inc)
Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, with the laws of the State of Delaware, Delaware as to all matters regardless of the laws that might otherwise govern under applicable the principles of conflicts of laws thereofapplicable thereto.
Appears in 16 contracts
Samples: Transition Agreement (Bene Io Inc), Transition Agreement (Bene Io Inc), Indemnification Agreement (Maxtor Corp)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw thereof or of any other jurisdiction.
Appears in 16 contracts
Samples: Agreement and Plan of Merger (Montage Resources Corp), Agreement and Plan of Merger (Allis Chalmers Energy Inc.), Agreement and Plan of Merger (Southwestern Energy Co)
Governing Law. This Agreement shall will be governed by, and construed in accordance with, the internal laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts conflict of laws thereoflaws.
Appears in 15 contracts
Samples: Agreement (Macerich Co), Stock Purchase Agreement (Navisite Inc), Tax, Asset and Income Support Agreement (Camden Property Trust)
Governing Law. 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 principles of conflicts of laws thereof.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Rf Monolithics Inc /De/), Agreement and Plan of Merger (Coupa Software Inc), Agreement and Plan of Merger (Otonomo Technologies Ltd.)
Governing Law. 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 principles of conflicts of laws thereof) as to all matters, including matters of validity, construction, effect, performance and remedies.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Software Acquisition Group Inc.), Agreement and Plan of Merger (Huron Consulting Group Inc.), Stock Purchase Agreement (Trimble Navigation LTD /Ca/)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Transunion Corp.), Registration Rights Agreement (Archstone Consulting LLC), Voting Agreement (Iomai Corp)
Governing Law. This Agreement shall is to 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 conflict of laws thereof.
Appears in 14 contracts
Samples: Agreement and Plan of Merger (Electronics Boutique Holdings Corp), Acquisition Agreement (Ventiv Health Inc), Agreement and Plan of Merger (Smtek International Inc)
Governing Law. This Agreement and, unless expressly provided therein, each Ancillary Agreement, shall be governed by, by and construed and interpreted in accordance with, with the laws Laws of the State of Delaware, regardless irrespective of the laws that might otherwise govern under applicable choice of Laws and principles of conflicts the State of laws thereofDelaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.
Appears in 14 contracts
Samples: Separation and Distribution Agreement (Abbott Laboratories), Separation and Distribution Agreement (AbbVie Inc.), Separation and Distribution Agreement (Aptevo Therapeutics Inc.)
Governing Law. This Agreement shall be governed by, and construed in accordance with, with the laws of the State of Delaware, Delaware (regardless of the laws law that might otherwise govern under applicable Delaware principles of conflicts conflict of laws thereoflaws).
Appears in 13 contracts
Samples: Registration Agreement (BioNeutral Group, Inc), Nonstatutory Stock Option Agreement (Cpi Corp), Restricted Stock Unit Agreement (Scholastic Corp)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw.
Appears in 13 contracts
Samples: Stock Purchase Agreement (American Dental Partners Inc), Agreement of Merger (Blackhawk Bancorp Inc), Agreement and Plan of Merger (Metromedia International Group Inc)
Governing Law. This Agreement shall be governed by, and construed in accordance with, by the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.
Appears in 13 contracts
Samples: Stock Purchase Agreement (Vesta Insurance Group Inc), Stock Purchase Agreement (Vesta Insurance Group Inc), Stock Purchase Agreement (Vesta Insurance Group Inc)
Governing Law. 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.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Ingenico S A), Escrow Agreement (Telesciences Inc /De/), Stock Option Agreement (Software Com Inc)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw) as to all matters.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Southwest Royalties Inc), Agreement and Plan of Merger (Southwest Royalties Institutional Income Fund Ix-B Lp), Agreement and Plan of Merger (Southwest Royalties Inc)
Governing Law. This Agreement shall be governed by, and construed interpreted, construed, and enforced in accordance with, the laws of the State of Delaware, regardless exclusive of the laws that might otherwise govern under applicable principles Delaware’s choice of conflicts of laws thereoflaw provisions and principles.
Appears in 12 contracts
Samples: Management Services Agreement (Virtual Radiologic CORP), Management Services Agreement (Virtual Radiologic CORP), Management Services Agreement (Virtual Radiologic CORP)
Governing Law. This Agreement shall will be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts conflict of laws thereof.
Appears in 12 contracts
Samples: Stockholders Agreement (Official Payments Corp), Opto Circuits (India) LTD, Stockholder Tender Agreement (National Discount Brokers Group Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws State of Delaware and all disputes arising under this Agreement shall be referred to and the parties hereto irrevocably attorn to the jurisdiction of the courts of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 12 contracts
Samples: Indemnity Agreement (Gammacan International Inc), Indemnity Agreement (Gammacan International Inc), Indemnity Agreement (Gammacan International Inc)
Governing Law. 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 thereoflaws.
Appears in 12 contracts
Samples: Employment Agreement (Mid Atlantic Medical Services Inc), Employment Agreement (Mid Atlantic Medical Services Inc), Employment Agreement (Mid Atlantic Medical Services Inc)
Governing Law. 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 conflict of laws thereof.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (Fairfield Communities Inc), Agreement and Plan of Merger (Rykoff Sexton Inc)
Governing Law. This Agreement shall be governed by, construed and construed enforced in accordance with, the laws of the State of Delaware, regardless and venue and jurisdiction for any disputes hereunder shall be heard in any court of the laws that might otherwise govern under applicable principles of conflicts of laws thereofcompetent jurisdiction in Delaware for all purposes.
Appears in 12 contracts
Samples: Employment Agreement (Patient Infosystems Inc), Employment Agreement (Patient Infosystems Inc), Employment Agreement (Patient Infosystems Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, 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.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Bard C R Inc /Nj/), Stockholder Voting Agreement (Element Partners, LLC), Stockholder Voting Agreement (Element Partners, LLC)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 11 contracts
Samples: Asset Purchase Agreement (Boingo Wireless Inc), Indemnification Agreement (Semele Group Inc), Indemnification Agreement (Semele Group Inc)
Governing Law. This Agreement shall be governed by, and construed in accordance 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.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (Oni Systems Corp), Voting Agreement (Concord Efs Inc), Stockholder Support Agreement (Ace LTD)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of Delaware (other than the laws that might otherwise govern under applicable principles regarding choice of laws and conflicts of laws thereoflaws) as to all matters, including matters of validity, construction, effect, performance and remedies.
Appears in 11 contracts
Samples: Pharmacia Indemnity Agreement (Solutia Inc), Distribution Agreement (Solutia Inc), Distribution Agreement (Queeny Chemical Co)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, USA, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 11 contracts
Samples: Exchange Agreement (Boundless Corp), Agreement and Plan of Merger (Multi Link Telecommunications Inc), Securities Purchase Agreement (Catalyst Lighting Group Inc)
Governing Law. This Agreement Agreement, except as expressly provided herein, shall be governed by, by and construed and interpreted in accordance with, with the laws of the State of Delaware, regardless irrespective of the choice of laws that might otherwise govern under applicable principles of conflicts the State of laws thereofDelaware as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.
Appears in 10 contracts
Samples: Tax Sharing Agreement (CPEX Pharmaceuticals, Inc.), Tax Sharing Agreement (Myriad Genetics Inc), Tax Sharing Agreement (Bentley Pharmaceuticals Inc)
Governing Law. 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 conflict of laws thereoflaws.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Time Warner Telecom Inc), Agreement and Plan of Merger (Pinnacle Entertainment Inc), Agreement and Plan of Merger (St Louis Riverboat Entertainment Inc)
Governing Law. 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 principles of conflicts of laws thereof) as to all matters (including Actions related hereto), including matters of validity, construction, effect, performance and remedies.
Appears in 9 contracts
Samples: Registration Rights Agreement (Flexible Solutions International Inc), Registration Rights Agreement (Leo Holdings Corp. II), Agreement and Plan of Merger (Leo Holdings Corp. II)
Governing Law. 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 principles of conflicts of laws thereof) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.
Appears in 9 contracts
Samples: Acquisition Agreement (Tekelec), Stock Purchase Agreement (Nco Group Inc), Option and Asset Purchase Agreement (Universal Outdoor Holdings Inc)
Governing Law. This Agreement shall be governed 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.
Appears in 9 contracts
Samples: Voting Agreement (Coors Adolph Co), Voting Agreement (LexingtonPark Parent Corp), Agreement and Plan of Merger (Highbury Financial Inc)
Governing Law. This Agreement shall be governed 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 principles of conflicts of laws thereoflaw) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Richton International Corp), Agreement and Plan of Merger (Deere & Co), Agreement and Plan of Merger (FRS Capital Co LLC)
Governing Law. 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 thereoflaw.
Appears in 9 contracts
Samples: Investor Rights Agreement (Immunome Inc.), Managed Services Agreement (Logiq, Inc.), Managed Services Agreement (Abri SPAC I, Inc.)
Governing Law. This Agreement and all actions arising under or in connection therewith shall be governed by, by and construed in accordance with, 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 law thereof.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC), Agreement and Plan of Merger (Hospira Inc), Agreement and Plan of Merger (Peak Bio, Inc.)
Governing Law. This Agreement shall be governed by, construed and construed enforced in accordance with, with the internal laws of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaw).
Appears in 9 contracts
Samples: Agreement of Purchase and Sale (American Medical Systems Holdings Inc), Agreement and Plan of Merger (Lectec Corp /Mn/), Agreement and Plan of Merger (American Medical Systems Holdings Inc)
Governing Law. This Agreement shall be governed by, by and construed and interpreted in accordance with, with the laws Laws of the State of Delaware irrespective of the choice of Laws principles of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 8 contracts
Samples: Tax Allocation Agreement (Nacco Industries Inc), Tax Allocation Agreement (Hyster Yale Materials Handling Inc.), Stockholders’ Agreement (Hyster Yale Materials Handling Inc.)
Governing Law. This Agreement shall be governed 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 law thereof.
Appears in 8 contracts
Samples: Voting and Support Agreement (Hoshizaki America, Inc.), Agreement and Plan of Merger (Radiologix Inc), Agreement and Plan of Merger (Primedex Health Systems Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws of the State of Delaware, regardless of Delaware (other than the laws that might otherwise govern under applicable principles of regarding conflicts of laws thereoflaws) as to all matters, including matters of validity, construction, effect, performance and remedies.
Appears in 8 contracts
Samples: Master Separation Agreement (Cabot Microelectronics Corp), Initial Public Offering and Distribution Agreement (Delphi Automotive Systems Corp), Initial Public Offering and Distribution Agreement (Daisytek International Corporation /De/)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the substantive laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereofapplicable thereto.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Platinum Energy Resources Inc), Agreement and Plan of Merger (Platinum Energy Resources Inc), Agreement and Plan of Merger (Nash Finch Co)
Governing Law. This Agreement shall be governed by, and interpreted, construed and enforced in accordance with, the laws of the State of Delaware, regardless exclusive of the laws that might otherwise govern under applicable principles Delaware’s choice of conflicts of laws thereoflaw provisions and principles.
Appears in 8 contracts
Samples: Professional and Management Services Agreement and License (Virtual Radiologic CORP), Professional and Management Services Agreement and License (Virtual Radiologic CORP), Professional Services Agreement (Virtual Radiologic CORP)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the any laws or legal principles that might otherwise govern under applicable principles of conflicts of laws law thereof.
Appears in 8 contracts
Samples: Voting and Support Agreement (Schawk Inc), Agreement and Plan of Merger (Southside Bancshares Inc), Stockholder Voting and Support Agreement (OmniAmerican Bancorp, Inc.)
Governing Law. This Agreement shall be governed by, by and provisions shall be construed in accordance with, with the laws of the State of Delaware, regardless . To the extent that the applicable laws of the laws that might otherwise govern under State of Delaware, or any of the provisions herein, conflict with the applicable principles provisions of conflicts of laws thereofthe 1940 Act, the latter shall control.
Appears in 7 contracts
Samples: Fund Accounting Agreement (Fiduciary/Claymore MLP Opportunity Fund), Fund Accounting Agreement (Guggenheim Strategic Opportunities Fund), Fund Accounting Agreement (Guggenheim Energy & Income Fund)
Governing Law. 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 apply under applicable principles of conflicts of laws law thereof.
Appears in 7 contracts
Samples: And Confidentiality Agreement (Photomedex Inc), And Confidentiality Agreement (Photomedex Inc), And Confidentiality Agreement (Photomedex Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the internal laws of the State of Delaware, regardless of the laws that might otherwise govern be applicable under applicable principles of conflicts of laws thereoflaw.
Appears in 7 contracts
Samples: Call Agreement (Liberty Media Corp), Call Agreement (Malone John C), Call Agreement (Magness Kim)
Governing Law. 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 principles of conflicts conflict of laws thereof.
Appears in 7 contracts
Samples: Purchase Agreement (Regal Beloit Corp), Voting Agreement (Walden Vc Ii L P), Contribution and Purchase Agreement (Tecumseh Products Co)
Governing Law. This Agreement shall be governed by, by and construed and interpreted in accordance with, with the internal laws of the State of Delaware, regardless irrespective of the choice of laws that might otherwise govern under applicable principles of conflicts the State of laws thereofDelaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.
Appears in 7 contracts
Samples: Tax Matters Agreement (IAC/InterActiveCorp), Investor Rights Agreement (Match Group, Inc.), Transaction Agreement (Match Group, Inc.)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereofor law.
Appears in 7 contracts
Samples: Voting and Stock Transfer Restriction Agreement (World Access Inc /New/), Voting and Stock Transfer Restriction Agreement (World Access Inc /New/), Voting and Stock Transfer Restriction Agreement (World Access Inc /New/)
Governing Law. 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 conflict of laws thereof.
Appears in 7 contracts
Samples: Subscription Agreement, Agreement and Plan of Merger (CIFC Corp.), Subscription Agreement
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereoflaws.
Appears in 7 contracts
Samples: Voting Agreement (Usv Partners LLC), Voting Agreement (On Site Sourcing Inc), Voting Agreement (U S Technologies Inc)
Governing Law. 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 thereofLaws thereof or that would cause the Laws of any jurisdiction other than the State of Delaware to apply.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Novamed Inc), Agreement and Plan of Merger (ARGON ST, Inc.), Agreement and Plan of Merger (Shire PLC)
Governing Law. 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 Delaware principles of conflicts of laws thereoflaw).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Cmgi Inc), Stock Option Agreement (Cmgi Inc), Tuboscope Stock Option Agreement (Tuboscope Inc /De/)
Governing Law. 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 conflict of laws thereof.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Sentigen Holding Corp), Master Transaction Agreement (Parkway Properties Inc), Agreement and Plan of Merger (Jones Apparel Group Inc)
Governing Law. 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 principles of conflicts of laws law thereof.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Acutus Medical, Inc.), Agreement and Plan of Merger (Towers Watson & Co.), Terms agreement (IHS Inc.)
Governing Law. 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 principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Tender and Support Agreement (Jive Software, Inc.), Tender and Support Agreement (Hyperion Therapeutics Inc), Tender and Support Agreement (Anadys Pharmaceuticals Inc)
Governing Law. This Agreement and all disputes hereunder shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, regardless of Delaware to the laws that might otherwise govern under applicable principles of conflicts of laws thereoffullest extent possible.
Appears in 6 contracts
Samples: Voting Agreement (Dynegy Holdings Inc), Voting Agreement (Dynegy Inc /Il/), Lock Up Agreement (Dynegy Holdings Inc)
Governing Law. This Agreement shall be governed by, ; and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (McClatchy Co)
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, Delaware regardless of the laws any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Stock Purchase Agreement (McClatchy Co), Stock Purchase Agreement (Acorn Factor, Inc.), Asset Purchase Agreement (Lee Enterprises, Inc)
Governing Law. This Agreement and all actions arising under or in connection therewith shall be governed by, by and construed in accordance with, 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 law thereof, provided, however, that the Laws of the respective jurisdictions of incorporation of each of the parties shall govern the relative rights, obligations, powers, duties and other internal affairs of such party and its board of directors.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Vnus Medical Technologies Inc), Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Covidien Group S.a.r.l.)
Governing Law. 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 conflict of laws thereof.. Section 5.6
Appears in 6 contracts
Samples: Stockholder Agreement (Falcon Products Inc /De/), Stockholder Agreement (Falcon Products Inc /De/), Stockholder Agreement (Falcon Products Inc /De/)
Governing Law. 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 principles of its conflicts of laws thereofprinciples.
Appears in 6 contracts
Samples: Schedules and Exhibits (Four Springs Capital Trust), Four Springs Capital Trust, GMH Communities Trust
Governing Law. 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 Delaware principles of conflicts of laws thereoflaw) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.
Appears in 6 contracts
Samples: Asset Purchase Agreement (Calpian, Inc.), Asset Purchase Agreement (Rowe Companies), Asset Purchase Agreement (Ameriserve Food Distribution Inc /De/)
Governing Law. This Agreement shall be governed by, and construed in accordance with, by the laws law of the State of Delaware, Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of laws thereoflaw) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.
Appears in 6 contracts
Samples: Stockholders Agreement (Bare Escentuals Inc), Termination Agreement (Trean Insurance Group, Inc.), Management Agreement (Amscan Holdings Inc)
Governing Law. (a) This Agreement shall be is governed by, by and construed in accordance with, 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 Law thereof.
Appears in 6 contracts
Samples: Stockholders’ Agreement (Frost Phillip Md Et Al), Stockholders’ Agreement (Schulke Ryan), Stockholders’ Agreement (Conlin Matthew)
Governing Law. This Agreement shall be governed by, and construed in accordance with, and all disputes arising out of or in connection with this Agreement or the laws transactions contemplated hereby shall be resolved under, the Law of the State of Delaware, Delaware regardless of the laws Law that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Tender and Support Agreement (AI Pan LLC), Tender and Support Agreement (Pandion Therapeutics, Inc.), Form of Support Agreement (Elanco Animal Health Inc)
Governing Law. This Agreement shall be governed by, by and construed in accordance with, with the laws Laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Best Buy Co Inc), Agreement and Plan of Merger (Napster Inc), Agreement and Plan of Merger (Infousa Inc)
Governing Law. 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 Delaware principles of conflicts of laws thereoflaw.
Appears in 6 contracts
Samples: Stock Sale Agreement (First Alert Inc), Stock Purchase Agreement (Sunbeam Corp/Fl/), Stock Sale Agreement (Sunbeam Corp/Fl/)
Governing Law. This Agreement and any disputes arising out of or related to 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.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Symantec Corp), Agreement and Plan of Merger (Altiris Inc)
Governing Law. This Agreement shall be governed by, by and construed interpreted in accordance with, with the laws of Delaware, and exclusive venue for any and all disputes under law or jurisprudence hereunder shall lie in the state or federal courts located in the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Appears in 6 contracts
Samples: Certificate Authority Subscriber Agreement, Certificate Authority Subscriber Agreement, Participation Agreement
Governing Law. This Agreement and all disputes hereunder shall be governed by, by and construed and enforced in accordance with, with the laws of the State of Delaware, regardless including the General Corporation Law of the laws that might otherwise govern under applicable principles State of conflicts of laws thereofDelaware, to the fullest extent possible.
Appears in 5 contracts
Samples: Agreement (Estate of Berkman Jack N), Agreement (Berkman Lillian R), Agreement (Berkman Myles P Et Al)
Governing Law. 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.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Talk City Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc), Agreement and Plan of Reorganization (Ticketmaster Online Citysearch Inc)
