Common use of Forum Selection Clause in Contracts

Forum Selection. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time) or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor thereto.

Forum Selection. Unless the Company Corporation approves or consents in writing to the selection of an alternative forum, the Court of Chancery courts of the State Province of Delaware (or, if Québec and the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) appellate courts therefrom shall, to the fullest extent permitted by law, be the sole and exclusive forum for for: (ai) any derivative action or proceeding brought on behalf of the Company, Corporation; (bii) any action or proceeding asserting a claim of for breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company Corporation to the Company or the Company’s stockholders, Corporation; (ciii) any action or proceeding asserting a claim arising pursuant to any provision of the DGCL Act or the certificate articles or the by-laws of incorporation or these bylaws the Corporation (as either may be amended from time to time) ); or (div) any action or proceeding asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject otherwise related to the jurisdiction affairs of such the Corporation. If any action or proceeding the subject matter of which is within the scope of the preceding sentences is filed in a court (and a “Non-Designated Court”) other than a court located within the indispensable party does not consent Province of Québec (a “Foreign Action”) in the name of any securityholder, such securityholder shall be deemed to have consented to (i) the personal jurisdiction of the courts located within the Province of Québec in connection with any action or proceeding brought in any such court within 10 days following Non-Designated Court to enforce the preceding sentences and (ii) having service of process made upon such determination), which is vested securityholder in any such action or proceeding by service upon such securityholder’s counsel in the exclusive jurisdiction of Foreign Action as agent for such securityholder. This Article 11 shall not apply to suits brought to enforce a court duty or forum liability created by the U.S. Securities Act or the Exchange Act or any other than such court or claim for which such court does not the U.S. federal courts have subject matter exclusive jurisdiction. Unless the Company Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amendedAct. Any person or entity purchasing holding, owning or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and to have consented to the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor theretoArticle 11.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action or proceeding Proceeding brought on behalf of the CompanyCorporation, (bii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee stockholder of the Company Corporation to the Company Corporation or to the CompanyCorporation’s stockholders, (ciii) any action Proceeding arising pursuant to any provision of the DGCL or the certificate Certificate of incorporation Incorporation or these bylaws (as either may be amended from time to time) or (div) any action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, except for, as to each of ; and (ab) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction preceding provisions of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumthis Article XI, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and consented to this Article XI. Notwithstanding the foregoing, the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 Article XI shall not apply to any action suits brought to enforce a any liability or duty or liability created by the 1934 Securities Exchange Act of 1934, as amended, or any successor theretoother claim for which the federal courts of the United States have exclusive jurisdiction.

Forum Selection. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time) or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amendedamended against any person in connection with any offering of the Company’s securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person or other defendant. Any person or entity purchasing purchasing, holding or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. This provision shall be enforceable by any party to a complaint covered by the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor thereto.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action or proceeding Proceeding brought on behalf of the CompanyCorporation, (bii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee stockholder of the Company Corporation to the Company Corporation or to the CompanyCorporation’s stockholders, (ciii) any action Proceeding arising pursuant to any provision of the DGCL or the certificate Certificate of incorporation Incorporation or these bylaws (as either may be amended from time to time) or (div) any action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, except for, as to each of ; and (ab) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction preceding provisions of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumthis Article XI-, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. If any action the subject matter of which is within the scope of clause (b) of the immediately preceding sentence is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and consented to this Article XI-. Notwithstanding the foregoing, the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 Article XI- shall not apply to any action suits brought to enforce a any liability or duty or liability created by the 1934 Securities Exchange Act of 1934, as amended, or any successor theretoother claim for which the federal courts of the United States have exclusive jurisdiction. If any provision or provisions of this Article XI- shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XI (including, without limitation, each portion of any paragraph of this Article XI- containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Forum Selection. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time) or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, against any person in connection with any offering of the Company’s securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person or other defendant. Any person or entity purchasing purchasing, holding or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. This provision shall be enforceable by any party to a complaint covered by the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action claim brought to enforce a duty or liability created by the 1934 Act or any successor thereto.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action or proceeding Proceeding brought on behalf of the CompanyCorporation, (bii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee stockholder of the Company Corporation to the Company Corporation or to the CompanyCorporation’s stockholders, (ciii) any action Proceeding arising pursuant to any provision of the DGCL or the certificate Certificate of incorporation Incorporation or these bylaws (as either may be amended from time to time) or (div) any action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, except for, as to each of ; and (ab) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction preceding provisions of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumthis Article XI, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. If any action the subject matter of which is within the scope of clause (b) of the immediately preceding sentence is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and consented to this Article XI. Notwithstanding the foregoing, the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 Article XI shall not apply to any action suits brought to enforce a any liability or duty or liability created by the 1934 Securities Exchange Act of 1934, as amended, or any successor theretoother claim for which the federal courts of the United States have exclusive jurisdiction.

Forum Selection. (a) Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action or proceeding brought on behalf of the Company, (bii) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company to the Company or the Company’s stockholders, (ciii) any action arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time) or (div) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (ai) through (div) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. . (b) Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. , against any person in connection with any offering of the Company’s securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person, or other defendant. (c) Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. This provision shall be enforceable by any party to a complaint covered by the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor thereto.

Forum Selection. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time) or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against any person in connection with any offering of 1933the Company’s securities, as amendedincluding, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person, or other defendant. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. This provision shall be enforceable by any party to a complaint covered by the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor thereto.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action or proceeding Proceeding brought on behalf of the CompanyCorporation, (bii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee stockholder of the Company Corporation to the Company Corporation or to the CompanyCorporation’s stockholders, (ciii) any action Proceeding arising pursuant to any provision of the DGCL or the certificate Certificate of incorporation Incorporation or these bylaws (as either may be amended from time to time) or (div) any action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, except for, as to each of ; and (ab) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction preceding provisions of such court (and the indispensable party does not consent this Article XII, to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumextent permitted by applicable law, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”), such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. If any action the subject matter of which is within the scope of clause (b) of the immediately preceding sentence is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and consented to this Article XI. Notwithstanding the foregoing, the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 Article XI shall not apply to any action suits brought to enforce a any liability or duty or liability created by the 1934 Securities Exchange Act of 1934, as amended, or any successor theretoother claim for which the federal courts of the United States have exclusive jurisdiction.

Forum Selection. Unless the Company consents in writing to the selection of an alternative forum, (X) the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State state court in Delaware or the federal district court United States District Court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action action, suit or proceeding brought on behalf of the Company, (b) any action action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action action, suit or proceeding arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time) or (d) any action action, suit or proceeding asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), . If any action the subject matter of which is vested within the scope of the immediately preceding sentence is filed in a court other than the Court of Chancery in the exclusive State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of a court or forum other than the state and federal courts in the State of Delaware in connection with any action brought in any such court or to enforce the provisions of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for which such court does not have subject matter jurisdictionstockholder. Unless the Company consents in writing Subject to the selection preceding provisions of an alternative forumthis Section 9.5, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, against any person in connection with any offering of the Company’s securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person or other defendant, including all causes of action asserted against any defendant to such complaint. Notwithstanding the foregoing, the provisions of this Section 9.5 shall not apply to suits brought to enforce any liability or duty created by the 1934 Act, or any other claim for which the federal courts of the United States have exclusive jurisdiction. Any person or entity purchasing purchasing, holding or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. For This provision shall be enforceable by any party to a complaint covered by the avoidance provisions of doubt, nothing contained in this Section 9.5. This Section 9.5 shall apply is intended to benefit and may be enforced by the Company, its officers and directors, the underwriters to any action brought offering giving rise to enforce such complaint, and any other professional or entity whose profession gives authority to a duty statement made by that person and who has prepared or liability created by certified any part of the 1934 Act or any successor theretodocuments underlying the offering.

Forum Selection. Unless the Company Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, if in the event that the Chancery Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware or, in the event that the federal district court for the District of Delaware does not have jurisdiction, other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action action, suit or proceeding brought on behalf of the CompanyCorporation, (bii) any action action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee stockholder of the Company Corporation to the Company Corporation or to the CompanyCorporation’s stockholders, (ciii) any action action, suit or proceeding arising pursuant to any provision of the DGCL or the certificate Certificate of incorporation Incorporation or these bylaws (as either may be amended from time to time) or (div) any action action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine, except for, as to each of ; and (ab) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction preceding provisions of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forumthis Article XI, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company Corporation shall be deemed to have notice of and consented to this Article XI. Notwithstanding the foregoing, the provisions of this Section 9.5. For the avoidance of doubt, nothing contained in this Section 9.5 Article XI shall not apply to any action suits brought to enforce a any liability or duty or liability created by the 1934 Securities Exchange Act of 1934, as amended, or any successor theretoother claim for which the federal courts of the United States have exclusive jurisdiction.

Forum Selection. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, stockholder, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action arising pursuant to any provision of the DGCL or the certificate of incorporation or these bylaws (as either may be amended from time to time) or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, against any person in connection with any offering of the Company’s securities, including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person or other defendant. Any person or entity purchasing purchasing, holding or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Section 9.5. For This provision shall be enforceable by any party to a complaint covered by the avoidance provisions of doubt, nothing contained in this Section 9.5 shall apply to any action brought to enforce a duty or liability created by the 1934 Act or any successor thereto9.5.