Common use of Submission to Jurisdiction; Appointment of Agent for Service of Process Clause in Contracts

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of such courts or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) a suit, action or proceeding in such courts is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each of the Parties hereby consents to the service of process in accordance with Section 8.7 of the Merger Agreement (which Section is hereby incorporated by reference into this Agreement); provided, however, that nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by Law.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties irrevocably agrees that any legal action or proceeding with respect (i) consents to this Agreement submit for itself and its property to the rights and obligations arising hereunder, or for recognition and enforcement exclusive personal jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (and any appellate court thereof, or, if the Delaware Court of Chancery declines to accept of the State of Delaware or the Delaware Supreme Court determines that, notwithstanding section 111 of the Delaware General Corporation Law, the Court of Chancery does not have or should not exercise subject matter jurisdiction over a particular such matter, any Delaware state court or any federal court within located in the State of Delaware). Each Delaware and any appellate court thereof in the event any dispute arises out of this Agreement or any of the Parties hereby irrevocably submits with regard transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such action or proceeding for itself and in respect of its propertycourt, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each as provided in clause (i) of the Parties this Section 12, (iv) agrees that service of process or summons by registered mail addressed to them at their respective addresses provided herein shall be effective service of process against them for any such Proceeding brought in any such court, (v) agrees to waive and hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of such courts or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) a suitobjection which any of them may now or hereafter have to the laying of venue of, action or proceeding in such courts is brought in and the defense of an inconvenient forumforum to the maintenance of, any such Proceeding in any such court, and (iivi) the venue of agrees that a final and unappealable judgment in any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, Proceeding shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or by such courts. To the fullest extent permitted by applicable Law, each of the Parties hereby consents to the service of process in accordance with Section 8.7 of the Merger Agreement (which Section is hereby incorporated by reference into this Agreement); provided, however, that nothing herein shall affect the right of any Party to serve legal process in any other manner permitted provided by applicable Law.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties hereto hereby irrevocably agrees that and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, in any legal action or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and or enforcement of any judgment in respect of this Agreement relating thereto, and the rights and obligations arising hereunder brought by any other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each each of the Parties hereby irrevocably submits with regard and unconditionally (i) agrees not to commence any such action or proceeding for itself except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, (ii) agrees that any claim in respect of its propertyany such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, generally or, if (and unconditionallyonly if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate courts thereof, (iii) waives, to the personal jurisdiction fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of the aforesaid venue of any such action or proceeding in such courts and agrees that it will not bring any (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action relating to this Agreement or any of the transactions contemplated by this Agreement proceeding in any court other than the aforesaid such courts. Each of the Parties hereby irrevocably waives, and hereto agrees not to assert, by way of motion, as that a defense, counterclaim or otherwise, final judgment in any such action or proceeding with respect shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party to this Agreement, (a) any claim that it is not personally subject Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of such courts or from any legal process commenced referred to in such courts (whether through service of notice, attachment prior to judgment, attachment this Section 9 in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) a suit, action or proceeding manner provided for notices in such courts is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each of the Parties hereby consents to the service of process in accordance with Section 8.7 9.4 of the Merger Agreement. Nothing in this Agreement (which Section is hereby incorporated by reference into this Agreement); provided, however, that nothing herein shall will affect the right of any Party to this Agreement to serve legal process in any other manner permitted by Law.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties hereto hereby irrevocably agrees that and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate court from any legal thereof, in any action or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and or enforcement of any judgment in respect of this Agreement relating thereto, and the rights and obligations arising hereunder brought by any other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each each of the Parties hereby irrevocably submits with regard and unconditionally (i) agrees not to commence any such action or proceeding for itself except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (ii) agrees that any claim in respect of its propertyany such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, generally or, if (and unconditionallyonly if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (iii) waives, to the personal jurisdiction fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of the aforesaid venue of any such action or proceeding in such courts and agrees that it will not bring any (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action relating to this Agreement or any of the transactions contemplated by this Agreement proceeding in any court other than the aforesaid such courts. Each of the Parties hereby irrevocably waives, and hereto agrees not to assert, by way of motion, as that a defense, counterclaim or otherwise, final judgment in any such action or proceeding with respect shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party to this Agreement, (a) any claim that it is not personally subject Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of such courts or from any legal process commenced referred to in such courts (whether through service of notice, attachment prior to judgment, attachment this Section 7 in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Law, any claim that (i) a suit, action or proceeding manner provided for notices in such courts is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. To the fullest extent permitted by applicable Law, each of the Parties hereby consents to the service of process in accordance with Section 8.7 9.4 of the Merger Agreement. Nothing in this Agreement (which Section is hereby incorporated by reference into this Agreement); provided, however, that nothing herein shall will affect the right of any Party to this Agreement to serve legal process in any other manner permitted by Law.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The parties hereto hereby declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of Delaware and that the laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the Parties irrevocably parties hereto agrees (i) that any legal action or proceeding with respect to this Agreement involves at least $100,000, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of (ii) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally agrees (A) to be subject to the rights and obligations arising hereunder brought by any other Party or its successors or assigns, shall be brought and determined exclusively in exclusive jurisdiction of the Delaware Court of Chancery in and any state appellate court therefrom within for New Castle County, or in the State of Delaware event (or, if but only in the event) that such Delaware Court of Chancery declines to accept does not have subject matter jurisdiction over a particular mattersuch dispute, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, any state Delaware State court sitting in New Castle County (such applicable court, the “Chosen Court”), waives any objection it may now or federal court within the State hereafter have to personal jurisdiction, venue or to convenience of Delaware). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and forum, agrees that all claims in respect of its propertythe proceeding or action shall be heard and determined only in the Chosen Court, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not to bring any proceeding or action arising out of or relating to this Agreement or any of the Transaction Documents or the transactions contemplated by this Agreement hereby or thereby in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waivescourt, and agrees not (B) (1) to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it the extent such party is not personally otherwise subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of such courts or from any legal process commenced in such courts (whether through service of noticeprocess in the State of Delaware, attachment prior to judgmentappoint and maintain an agent in the State of Delaware as such party's agent for acceptance of legal -3 process, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c2) that, to the fullest extent permitted by applicable Lawlaw, any claim service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (iB) a suit, action or proceeding in such courts is brought in an inconvenient forum, (ii1) the venue of such suit, action or proceeding is improper or (iii2) this Agreementabove shall, or the subject matter hereof, may not be enforced in or by such courts. To to the fullest extent permitted by applicable Lawlaw, each have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the Parties hereby consents parties’ agreement to the appoint and maintain an agent for service of process in accordance with Section 8.7 the State of Delaware, each such party that has not as of the Merger Agreement (which Section is date hereof already duly appointed such an agent does hereby incorporated by reference into this Agreement); providedappoint CT Corporation, however, that nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by Lawas such agent.

Submission to Jurisdiction; Appointment of Agent for Service of Process. The parties hereto hereby declare that it is their intention that, except as otherwise provided in Section 8.5(a), this Agreement shall be regarded as made under the Laws of the State of Delaware and that the Laws of said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the Parties irrevocably parties hereto agrees (i) that any legal action or proceeding with respect to this Agreement involves at least $100,000, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of (ii) that this Agreement has been entered into by the parties hereto in express reliance upon 6 Del. C. § 2708. Each of the parties hereto hereby irrevocably and unconditionally agrees (A) to be subject to the rights and obligations arising hereunder brought by any other Party or its successors or assigns, shall be brought and determined exclusively in exclusive jurisdiction of the Delaware Court of Chancery in and any state appellate court therefrom within for New Castle County, or in the State of Delaware event (or, if but only in the event) that such Delaware Court of Chancery declines to accept does not have subject matter jurisdiction over a particular mattersuch dispute, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, any state Delaware State court sitting in New Castle County (such applicable court, the “Chosen Court”), waives any objection it may now or federal court within the State hereafter have to personal jurisdiction, venue or to convenience of Delawareforum, agrees that, except as otherwise provided in Section 8.5(a). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and , all claims in respect of its propertythe proceeding or action shall be heard and determined only in the Chosen Court, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not to bring any proceeding or action arising out of or relating to this Agreement or any of the transactions contemplated hereby (except, in the case of the voting agreements referenced in the Recitals hereto, which will be governed by this Agreement their terms) in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waivescourt, and agrees not (B) (1) to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it the extent such party is not personally otherwise subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of such courts or from any legal process commenced in such courts (whether through service of noticeprocess in the State of Delaware, attachment prior to judgmentappoint and maintain an agent in the State of Delaware as such party's agent for acceptance of legal process, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c2) that, to the fullest extent permitted by applicable Law, any claim service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (iB) a suit, action or proceeding in such courts is brought in an inconvenient forum, (ii1) the venue of such suit, action or proceeding is improper or (iii2) this Agreementabove shall, or the subject matter hereof, may not be enforced in or by such courts. To to the fullest extent permitted by applicable Law, each have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the Parties hereby consents parties’ agreement to the appoint and maintain an agent for service of process in accordance with Section 8.7 the State of Delaware, each such party that has not as of the Merger Agreement (which Section is date hereof already duly appointed such an agent does hereby incorporated by reference into this Agreement); providedappoint CT Corporation, however, that nothing herein shall affect the right of any Party to serve legal process in any other manner permitted by Lawas such agent.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Each of the Parties Sellers, severally and not jointly, irrevocably agrees that submits to the non-exclusive jurisdiction of any legal New York State or United States Federal court sitting in the Borough of Manhattan, The City of New York, New York (each, a “New York Court”) over any suit, action or proceeding with respect arising out of or relating to this Agreement and Agreement, the rights and obligations arising hereunderRegistration Statement, the Prospectus, the Time of Sale Prospectus or for recognition and enforcement the offering of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other Party or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware)Shares. Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the Parties hereby Sellers irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts, (b) any claim that it or its property is exempt or immune from jurisdiction of such courts or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable Lawlaw, any claim that (i) a suit, action objection which it may now or proceeding in such courts is brought in an inconvenient forum, (ii) hereafter have to the laying of venue of any such suit, action or proceeding is improper brought in such a court and any claim that any such suit, action or (iii) this Agreement, or the subject matter hereof, may not be enforced proceeding brought in or by such courtsa court has been brought in an inconvenient forum. To the extent that any of the Sellers has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and such Seller, as applicable irrevocably waives, to the fullest extent permitted by applicable Lawlaw, each such immunity in respect of any such suit, action or proceeding. Each of the Parties Sellers, severally and not jointly, hereby consents to the irrevocably appoints [—] as its agent for service of process in accordance with Section 8.7 any suit, action or proceeding described in the preceding paragraph and agrees that service of the Merger Agreement (which Section is hereby incorporated by reference into this Agreement); provided, however, that nothing herein shall affect the right of any Party to serve legal process in any other manner such suit, action or proceeding may be made upon it at the office of such agent. Each of Sellers, severally and not jointly, waives, to the fullest extent permitted by Lawlaw, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Sellers, severally and not jointly, represents and warrants that such agent has agreed to act as its agent for service of process, and the Company and each of the Selling Stockholders agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.