Common use of Jurisdiction Clause in Contracts

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party.

Appears in 45 contracts

Samples: Registration Rights Agreement (American Capital Agency Corp), Registration Rights Agreement (Global Ship Lease, Inc.), Registration Rights Agreement (Starwood Waypoint Residential Trust)

Jurisdiction. Any suit The parties hereto irrevocably submit, in any legal action or proceeding seeking relating to enforce any provision of this Agreement, or based on any matter arising out to the jurisdiction of the courts of the United States located in the State of Delaware or in connection with, this Agreement any Delaware state court and consent that any such action or the transactions contemplated hereby proceeding may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts ( and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waive any objection which it that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been was brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party .

Appears in 28 contracts

Samples: Nominating Agreement (Talis Biomedical Corp), Nominating Agreement (IGM Biosciences, Inc.), Stock Purchase Agreement (Double Eagle Acquisition Corp.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought against any of the parties in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts court (and of the appropriate appellate courts therefrom courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party of the parties agrees that service of process on upon such party as provided at the address referred to in Section 10(a) 16, together with written notice of such service to such party, shall be deemed effective service of process on upon such party.

Appears in 28 contracts

Samples: Director Nomination Agreement (Juno Topco, Inc.), Director Nomination Agreement (Integral Ad Science Holding LLC), Director Nomination Agreement (Jamf Holding Corp.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought against any of the parties in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts court (and of the appropriate appellate courts therefrom courts) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, waives any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party of the parties agrees that service of process on upon such party as provided at the address referred to in Section 10(a) 17, together with written notice of such service to such party, shall be deemed effective service of process on upon such party.

Appears in 19 contracts

Samples: Director Nomination Agreement (Intermedia Cloud Communications, Inc.), Director Nomination Agreement (Integral Ad Science Holding Corp.), Director Nomination Agreement (Turing Holding Corp.)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 11.01 shall be deemed effective service of process on such party.

Appears in 13 contracts

Samples: Agreement and Plan of Merger (Laidlaw International Inc), Agreement and Plan of Merger (Computer Network Technology Corp), Agreement and Plan of Merger (CVS Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court the courts of the State of New York located in the County and State of New York, York and each the federal courts of the United States of America located in such State and County. Each of the parties hereby (a) consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and proceeding, (b) irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum , (c) will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (d) will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any other court. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall 6.6 will be deemed effective service of process on such party.

Appears in 13 contracts

Samples: Debt Exchange Agreement and Investor Questionnaire (Performance Health Technologies Inc), Subscription Agreement and Investor Questionnaire (Performance Health Technologies Inc), Subscription Agreement and Investor Questionnaire (Performance Health Technologies Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may must be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 11(a) shall be deemed effective service of process on such party.

Appears in 11 contracts

Samples: Registration Rights Agreement (Morgans Hotel Group Co.), Registration Rights Agreement (Morgans Hotel Group Co.), Registration Rights Agreement (Morgans Hotel Group Co.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 9.1 shall be deemed effective service of process on such party . Each party hereto (including its affiliates, agents, officers, directors and employees) hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Appears in 10 contracts

Samples: Common Stock Purchase Agreement (Entrust Financial Services Inc), Purchase Agreement (First Colombia Development Corp.), Common Stock Purchase Agreement (R&r Acquisition Iv, Inc)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Colorado or any Colorado state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 12 shall be deemed effective service of process on such party.

Appears in 10 contracts

Samples: Shareholder Agreement (Anglogold Ashanti LTD), Shareholder Agreement (Anglogold Ashanti LTD), Shareholder Agreement (Anglogold Ashanti LTD)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any a state or federal or state court located in the County and State San Francisco, California, so long as one of New York such courts shall have subject matter jurisdiction over such suit, action or proceeding, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 8.2 shall be deemed effective service of process on such party.

Appears in 10 contracts

Samples: Stock Purchase Agreement (Gap Inc), Stock Purchase Agreement (Gap Inc), Stock Purchase Agreement (Gap Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 14.2 shall be deemed effective service of process on such party.

Appears in 10 contracts

Samples: Series B Preferred Stock Purchase Agreement (Communication Intelligence Corp), Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC), Series B Preferred Stock Purchase Agreement (Phoenix Venture Fund LLC)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located of competent jurisdiction in the County and State of New York Sonoma County, California, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest full extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which that is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party .

Appears in 9 contracts

Samples: Amended and Restated Security Agreement (American Tonerserv Corp.), Master Amendment Agreement (American Tonerserv Corp.), Security Agreement (American Tonerserv Corp.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may must be brought in any federal or state court located in the County and State Borough of Manhattan in The City of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 13(a) shall be deemed effective service of process on such party.

Appears in 8 contracts

Samples: Registration Rights Agreement (National Australia Bank LTD), Registration Rights Agreement (Great Western Bancorp, Inc.), Registration Rights Agreement (MF Global Ltd.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 13.2 shall be deemed effective service of process on such party.

Appears in 7 contracts

Samples: Series C Preferred Stock Purchase Agreement (Prides Capital Partners, LLC), Series B Preferred Stock Purchase Agreement (Bain Capital Venture Integral Investors, LLC), Series C Preferred Stock Purchase Agreement (Princeton Review Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 6.a shall be deemed effective service of process on such party.

Appears in 7 contracts

Samples: Agreement (Omnipoint Corp \De\), Voting Agreement (East West Communications Inc), Voting Agreement (East West Communications Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State City of New York , Borough of Manhattan, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 9.1. shall be deemed effective service of process on such party.

Appears in 7 contracts

Samples: Common Stock Purchase Agreement (Miller Capital Corp), Common Stock Purchase Agreement (Creative Vistas Inc), Stock Purchase Agreement (Creative Vistas Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State City of New York Albany, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party .

Appears in 7 contracts

Samples: Contribution Agreement (Integrated Alarm Services Group Inc), Contribution Agreement (Integrated Alarm Services Group Inc), Contribution Agreement (Integrated Alarm Services Group Inc)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or the Delaware Court of Chancery, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 9.6 shall be deemed effective service of process on such party.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Penn Virginia GP Holdings, L.P.), Agreement and Plan of Merger (Inergy Holdings, L.P.), Agreement and Plan of Merger (Inergy L P)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and Circuit Court of the State of New York Florida, Miami-Dade County, and each of the parties hereby irrevocably consents to the jurisdiction of such courts court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 10.01 shall be deemed effective service of process on such party.

Appears in 6 contracts

Samples: Agreement (Florida East Coast Industries Inc), Agreement (Florida East Coast Industries Inc), Agreement (Florida East Coast Industries, Inc.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 11.01 shall be deemed effective service of process on such party.

Appears in 6 contracts

Samples: Agreement and Plan of Restructuring and Merger (Flowers Industries Inc /Ga), Agreement and Plan of Restructuring and Merger (Kellogg Co), Agreement and Plan of Merger (Keebler Foods Co)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 12.01 shall be deemed effective service of process on such party.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Sequoia Acquisition Inc), Agreement and Plan of Merger (North Face Inc), Agreement and Plan of Merger (Sodexho Alliance S A)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party .

Appears in 5 contracts

Samples: Registration Rights Agreement (Box Ships Inc.), Registration Rights Agreement (Box Ships Inc.), Form of Registration Rights Agreement (Stalwart Tankers Inc.)

Jurisdiction. Any suit, action or proceeding seeking to enforce The competent courts of Nazareth shall have exclusive jurisdiction upon any provision of, or based on any matter dispute arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, hereunder and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party .

Appears in 5 contracts

Samples: Support Agreement (Essilor International /Fi), Support Agreement (Shamir Optica Holdings A.C.S. Ltd.), Support Agreement (Essilor International /Fi)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and Court of Chancery of the State of New York Delaware, and each of the parties hereby irrevocably consents to the jurisdiction of such courts court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 10.01 shall be deemed effective service of process on such party.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Siebel Systems Inc), Agreement and Plan of Merger (Vodavi Technology Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party hereto anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party hereto agrees that service of process on such party as provided in Section 10(a 9(a) shall be deemed effective service of process on such party.

Appears in 5 contracts

Samples: Registration Rights Agreement (Western Asset Mortgage Capital Corp), Registration Rights Agreement (Javelin Mortgage Investment Corp.), Registration Rights Agreement (Javelin Mortgage Investment Corp.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or shall be subject to the transactions contemplated hereby may be brought in any exclusive jurisdiction and venue of the state and federal or state court courts located in the County and State of New York, Georgia and each of the parties to this Agreement hereby irrevocably consents to the jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which that is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party to this Agreement agrees that service of process on such party as provided in Section 10(a) shall 4.1 of this Agreement will be deemed effective service of process on such party.

Appears in 5 contracts

Samples: Employment Agreement (Teavana Holdings Inc), Employment Agreement (Teavana Holdings Inc), Employment Agreement (Teavana Holdings Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 11(a) shall be deemed effective service of process on such party.

Appears in 5 contracts

Samples: Supplemental Registration Rights Agreement (Cosi Inc), Registration Rights Agreement (Maxworldwide Inc), Registration Rights Agreement (Maxworldwide Inc)

Jurisdiction. Any The Borrower irrevocably submits to the jurisdiction of any state or federal court sitting in the State over any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, relating to this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and other Financing Documents. The Borrower irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court or and any claim that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process Final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the Borrower and may be served on enforced in any party anywhere court in which the world Borrower is subject to jurisdiction, whether within or without the jurisdiction of any by a suit upon such court. Without limiting the foregoing judgment, each party agrees provided that service of process on such party is effected upon the Borrower in one of the manners specified in this Section or as provided in Section 10(a) shall be deemed effective service of process on such party otherwise permitted by applicable Laws.

Appears in 5 contracts

Samples: Financing and Security Agreement (Pec Solutions Inc), Financing and Security Agreement (Dcap Group Inc/), Reimbursement Agreement (American Woodmark Corp)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Maryland or any Maryland state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 13 shall be deemed effective service of process on such party.

Appears in 5 contracts

Samples: Voting Agreement (General Electric Capital Corp), Voting Agreement (General Electric Capital Corp), Voting Agreement (General Electric Capital Corp)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may only be brought in any federal or state court located in the County and State United States District Court for the Southern District of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party .

Appears in 4 contracts

Samples: Stock Purchase Agreement (Farmland Partners Inc.), Standby Purchase Agreement (Trade Street Residential, Inc.), Standby Purchase Agreement (Trade Street Residential, Inc.)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Texas, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 10.5 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Amended and Restated Agreement and Plan of Merger (Abraxas Petroleum Corp), Agreement and Plan of Merger (Abraxas Petroleum Corp), Agreement and Plan of Merger (Abraxas Petroleum Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County of New York and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 8.2 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Subscription Agreement (China 3C Group), Subscription Agreement (Sun Oil & Gas, Inc), Subscription Agreement (Supreme Realty Investments, Inc.)

Jurisdiction. Any The Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state a court located of competent jurisdiction sitting in the County and State of New York Paris, France and each of the parties Parties hereby irrevocably consents to the exclusive jurisdiction of such courts court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party Party agrees that service of process on such party Party as provided in Section 10(a) 11.02 shall be deemed effective service of process on such party Party.

Appears in 4 contracts

Samples: License Agreement (Calyxt, Inc.), License Agreement (Calyxt, Inc.), License Agreement (Cellectis S.A.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby Transactions may be brought in any federal or state court located in the County and State of New York Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 9.02 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Crane & Co Inc), Agreement and Plan of Merger (Lee Enterprises Inc), Voting Agreement (American Bank Note Holographics Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 11.01 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Philip Morris Companies Inc), Agreement and Plan of Merger (Thayer Equity Investors Iii Lp), Agreement and Plan of Merger (Nabisco Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 11(a) shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Registration Rights Agreement (Ibeam Broadcasting Corp), Registration Rights Agreement (Allen & Co Inc/Allen Holding Inc), Registration Rights Agreement (Williams Communications Group Inc)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought only in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum ; provided that, any final judgment in any such suit, action or proceeding may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Applicable Law. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 11.01 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Telewest Global Inc), Agreement and Plan of Merger (NTL Inc), Agreement and Plan of Merger (Telewest Global Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 8 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Rite Aid Corporation Stock Purchase Agreement (Rite Aid Corp), Rite Aid Corporation Stock Purchase Agreement (Rite Aid Corp), Rite Aid Corporation Stock Purchase Agreement (Rite Aid Corp)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement the Transaction Agreements or the transactions contemplated hereby may thereby shall be brought in any federal or state court located in the County and Borough of Manhattan in the State of New York, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 16.02 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Master Transaction Agreement (Kindred Healthcare, Inc), Master Transaction Agreement (Safari Holding Corp), Master Transaction Agreement (Safari Holding Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any U.S. federal or state court located in the County and Southern District of the State of New York York or any New York state court in the Borough of Manhattan, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (except in the case of enforcement of orders, in which case the jurisdiction of such courts shall be non-exclusive) (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 5.7 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Agreement (Ibero American Media Partners Ii LTD), Combination Agreement (El Sitio Inc), 1945 Carlton Investments LLC

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby hereby, on behalf of themselves and their subsidiaries and affiliates, (i) consents and submits itself and its property to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding proceeding, (ii) consents to and submits itself and its property to the personal jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding, and (iii) irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 9(i) shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Voting Agreement (Paradigm Geophysical LTD), Voting Agreement (Shamrock Holdings Inc), Voting Agreement (Paradigm Geophysical LTD)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby or thereby may be brought in any federal or state court located in the County and State of New York Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 9(c) shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Stock Option Agreement (Honeywell Inc), Stock Option Agreement (Alliedsignal Inc), 3 Stock Option Agreement (Alliedsignal Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York York or any New York state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any either party hereto anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party hereto agrees that service of process on such party as provided in Section 10(a) 9.7 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Distribution Agreement (Aol Time Warner Inc), Contribution Agreement (Aol Time Warner Inc), Contribution Agreement (Aol Time Warner Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 10(b) shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Investor Rights Agreement (Bain Capital Venture Integral Investors, LLC), Investor Rights Agreement (Edgar Online Inc), Investor Rights Agreement (Draper Fisher Jurvetson Fund VIII L P)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York York or any New York state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any either party hereto anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party .

Appears in 4 contracts

Samples: Partnership Interest Sale Agreement (Aol Time Warner Inc), Shareholder Agreement (Time Warner Inc), Parent Agreement (Aol Time Warner Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party .

Appears in 4 contracts

Samples: Securities Purchase Agreement (Voicestream Wireless Holding Corp), Securities Purchase Agreement (Voicestream Wireless Corp), Securities Purchase Agreement (Omnipoint Corp \De\)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may or thereby shall be brought in any federal or state court located in the County and State of New York Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 3.8 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Shareholder Agreement (Lennox International Inc), Shareholder Agreement (Service Experts Inc), Shareholder Agreement (Lennox International Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 10.01 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Lucent Technologies Inc), Agreement and Plan of Merger (Exxon Corp), Agreement and Plan of Merger (Alcatel)

Jurisdiction. Any suit, action or proceeding The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 4.01 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Tender and Support Agreement (Stellent Inc), Tender and Support Agreement (Blue Coat Systems Inc), Tender and Support Agreement (Webmethods Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County City of New York and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 14.2 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Arrowhead Research Corp), Securities Purchase Agreement (Herschkowitz Samuel), Securities Purchase Agreement (Arrowhead Research Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement Agreement, the Option Agreements or the transactions contemplated hereby or thereby may be brought in any federal or state court located in the County and State of New York Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 10.1 shall be deemed effective service of process on such party.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Alliedsignal Inc), Agreement and Plan of Merger (Chevron Corp), Agreement and Plan of Merger (Honeywell Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York York or any New York state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any either party hereto anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party hereto agrees that service of process on such party as provided in Section 10(a) 15.1 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Restructuring Agreement (Aol Time Warner Inc), Restructuring Agreement (American Television & Communications Corp), Restructuring Agreement (At&t Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought against any of the parties in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the generality of the foregoing, each party hereto agrees that service of process on upon such party as provided in Section 10(a) 11.01 shall be deemed effective service of process on upon such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Meggit PLC), Agreement and Plan of Merger (Whittaker Corp), Agreement and Plan of Merger (Whittaker Corp)

Jurisdiction. Any suit, action or proceeding Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware, and each of the parties party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding Proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding Proceeding in any such court or that any such suit, action or proceeding Proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 15(j) shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Investors’ Rights Agreement (IMH Financial Corp), Investors’ Rights Agreement (IMH Financial Corp), Investors’ Rights Agreement (IMH Financial Corp)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 12.01 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Peoplesoft Inc)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Maryland or any Maryland state court, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 12.01 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp), Agreement and Plan of Merger (Mercantile Bankshares Corp), Agreement and Plan of Merger (Monroe James Bancorp Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located of competent jurisdiction in the County and State of New York Hillsborough County, Florida, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest full extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which that is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court . Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party .

Appears in 3 contracts

Samples: American Tonerserv Corp., American Tonerserv Corp., American Tonerserv Corp.

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby thereby may be brought in any federal or state court located of competent jurisdiction in the County and State of New York, York and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall 3.1 will be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Employment Agreement (Precision Partners Inc), Employment Agreement (Precision Partners Inc), Employment Agreement (Precision Partners Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located exclusively in the County and state or federal court of the State of New York Delaware, and each of the parties hereby consents to the jurisdiction of such courts court (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in this Section 10(a) 10.10 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Voting Agreement (Olympic Cascade Financial Corp), Voting Agreement (One Clark LLC), Voting Agreement (One Clark LLC)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York York or any New York state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 11.01 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sylvan Inc), Agreement and Plan of Merger (Sylvan Inc), Agreement and Plan of Merger (Sylvan Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State City of New York , Borough of Manhattan, and each of the parties hereby hereto consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 9.1. shall be deemed effective service of process on such party . Each party hereto (including its affiliates, agents, officers, directors and employees) irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Email Real Estate Com Inc), Common Stock Purchase Agreement (Anza Capital Inc), Common Stock Purchase Agreement (Autocarbon Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York Indiana, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 12.01 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Gannett Co Inc /De/), Agreement and Plan of Merger (Central Newspapers Inc), Agreement and Plan of Merger (Pulliam Myrta J)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 8.1 shall be deemed effective service of process on such party . Each party hereto (including its affiliates, agents, officers, directors and employees) hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Nyc Moda Inc), Stock Purchase Agreement (Zenitech Corp), Stock Purchase Agreement (Lyons Liquors Inc.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and of New York in the State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 9(b) (other than by facsimile transmission) shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Registration Rights Agreement (Phoenix Venture Fund LLC), Registration Rights Agreement (Xplore Technologies Corp), Registration Rights Agreement (Phoenix Venture Fund LLC)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 16(a) shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Registration Rights Agreement (Silicon Graphics Inc), Registration Rights Agreement (Silicon Graphics Inc), Investor Rights Agreement (Metlife Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 9(a) shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Registration Rights Agreement (Lexington Realty Trust), Registration Rights Agreement (Lexington Realty Trust), Registration Rights Agreement (First Union Real Estate Equity & Mortgage Investments)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum proceeding. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 11.1 hereof shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Securicor International LTD), Agreement and Plan of Merger (Intek Global Corp), Agreement and Plan of Merger (Intek Global Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 10 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Investor Rights Agreement (Nymex Holdings Inc), Investor Rights Agreement (Optionable Inc), Stock and Warrant Purchase Agreement (Optionable Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 11.1 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mediaone Group Inc), Agreement and Plan of Merger (At&t Corp), Agreement and Plan of Merger (Comcast Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 6 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Stockholders Agreement (Maxworldwide Inc), Stockholders Agreement (Doubleclick Inc), Stockholders Agreement (Maxworldwide Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 11.01 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Hilton Hotels Corp), Agreement and Plan of Merger (Promus Hotel Corp/De/), Agreement and Plan of Merger (Mediaone Group Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 14(a) shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Registration Rights Agreement (Pacific Capital Bancorp /Ca/), Registration Rights Agreement (Patriot National Bancorp Inc), Registration Rights Agreement (Renalytix AI PLC)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any court of competent jurisdiction in Los Angeles County, California or any federal or state court located sitting in the County and State of New York Los Angeles County, California, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest full extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall 3.2 will be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Employment Agreement (Bitzio, Inc.), Employment Agreement (Bitzio, Inc.), Employment Agreement (Bitzio, Inc.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the City and County and State of New York San Francisco, California, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 14.2 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Givemepower Corp), Securities Purchase Agreement (Ap Pharma Inc /De/), Securities Purchase Agreement (Givemepower Corp)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Maryland or any Maryland state court, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 5.12 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mercantile Bankshares Corp), Voting Agreement (Mercantile Bankshares Corp), Voting Agreement (Monroe James Bancorp Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may or thereby shall be brought in any federal or state court located in the County and State of New York Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 9(c) shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Stock Option Agreement (Service Experts Inc), Stock Option Agreement (Lennox International Inc), Stock Option Agreement (Lennox International Inc)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding described in the preceding paragraph may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court court identified in the preceding paragraph. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 11.01 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Microsemi Corp), Agreement and Plan of Merger (Powerdsine LTD), Agreement and Plan of Merger (Powerdsine LTD)

Jurisdiction. Any The Parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, with this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties Parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party Party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party Party agrees that service of process on such party Party as provided in Section 10(a) 10.03 shall be deemed effective service of process on such party Party.

Appears in 3 contracts

Samples: Tax Matters Agreement (Safari Holding Corp), Tax Matters Agreement (Kindred Healthcare, Inc), Tax Matters Agreement (Safari Holding Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and of New York in the State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 9 (b) (other than by facsimile transmission) shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Registration Rights Agreement (Communication Intelligence Corp), Registration Rights Agreement (Phoenix Venture Fund LLC), Registration Rights Agreement (Phoenix Venture Fund LLC)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 13.2 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Hanover Direct Inc), Securities Purchase Agreement (Rare Medium Group Inc), Securities Purchase Agreement (Hanover Direct Inc)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may only be brought in any state or federal or state court located in the County and State of New York Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law Law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting Each of the foregoing parties agrees not to commence any action, each party agrees that service suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of process on competent jurisdiction to enforce any judgment, decree or award rendered by any such party court in Delaware as provided in Section 10(a) shall be deemed effective service of process on such party described herein.

Appears in 3 contracts

Samples: Securities Purchase Agreement (SWK Holdings Corp), Securities Purchase Agreement (Carlson Capital L P), Securities Purchase Agreement (SWK Holdings Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 10.01 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Compaq Computer Corp), Agreement and Plan of Merger (Computational Systems Inc), Agreement and Plan of Merger (Tandem Computers Inc /De/)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York, and each of the parties party hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 13(i) shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Registration Rights Agreement (IMH Financial Corp), Registration Rights Agreement (IMH Financial Corp), Registration Rights Agreement (Six Flags, Inc.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 4.01 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Form of Registration Rights Agreement (Mission Critical Software Inc), Mission Critical (Mission Critical Software Inc), Stock Purchase Agreement (Mission Critical Software Inc)

Jurisdiction. Any suit, The parties hereto agree that any action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 5.1 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Tender and Support Agreement (Trimeris Inc), Tender and Support Agreement (Arigene Co., Ltd.), Tender and Support Agreement (HealthCor Management, L.P.)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement, the Company Option Agreement or the transactions contemplated hereby or thereby may be brought in any federal or state court located in the County and State of New York Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 8.3 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Lennox International Inc), Agreement and Plan of Merger (Service Experts Inc), Agreement and Plan of Merger (Lennox International Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties party hereto hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party hereto anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party hereto agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Registration Rights Agreement (AG Mortgage Investment Trust, Inc.), Registration Rights Agreement (AG Mortgage Investment Trust, Inc.), Registration Rights Agreement (AG Mortgage Investment Trust, Inc.)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York York or any New York state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 10.01 shall be deemed effective service of process on such party.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (Travelers Property Casualty Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York Colorado or, to the extent no such federal court has jurisdiction over such action, suit or proceeding, any Colorado state court, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 9.01 shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Acquisition Agreement (Maximum Dynamics Inc), Acquisition Agreement (Maximum Dynamics Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York York or, to the extent no such federal court has jurisdiction over such action, suit or proceeding, any New York state court, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum form. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 6.01 shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Stockholder Agreement (Imclone Systems Inc/De), Stockholder Agreement (Bristol Myers Squibb Co)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such 62 suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 11.01 shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Charles River Laboratories International Inc), Agreement and Plan of Merger (Inveresk Research Group Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York California, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum . Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party .

Appears in 2 contracts

Samples: Voting Agreement (Euniverse Inc), Voting Agreement (Marver James D)

Jurisdiction. Any The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be exclusively brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 11.01 shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (V F Corp), Agreement and Plan of Merger (Nautica Enterprises Inc)

Jurisdiction. Any The parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may will be brought in any state or federal or state court located sitting in the County and State of New York , so long as one of such courts has subject matter jurisdiction over such suit, action or proceeding, and each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall 6.7 will be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Noncompetition Agreement (Marriott Vacations Worldwide Corp), Noncompetition Agreement (Marriott International Inc /Md/)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby party hereto consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party hereto agrees that service of process on such party as provided in Section 10(a 9(a) shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Registration Rights Agreement (Middleman Stanley C.), Registration Rights Agreement (Cherry Hill Mortgage Investment Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement, the Option Agreement or the transactions contemplated hereby or thereby may be brought in any federal or state court located in the County and State of New York Delaware, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 9.2 shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sabre Holding Corp), Agreement and Plan of Merger (Preview Travel Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Registration Rights Agreement (Hanover Direct Inc), Securities Purchase Agreement (Hanover Direct Inc)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 10 shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Voting Agreement (Flowers Industries Inc /Ga), Voting Agreement (Kellogg Co)

Jurisdiction. Any suit, action or proceeding The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may shall be brought in any federal or state court located in the County and State of New York Delaware or any Delaware state court, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding Proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a) 12.01 shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Stellent Inc), Agreement and Plan of Merger (Oracle Corp)

Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in any federal or state court located in the County and State Southern District of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10(a 9(a) shall be deemed effective service of process on such party.

Appears in 2 contracts

Samples: Registration Rights Agreement (Hanover Direct Inc), Recapitalization Agreement (Hanover Direct Inc)