Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.
Appears in 7 contracts
Sources: Warrant Agreement (New York Health Care Inc), Warrant Agreement (New York Health Care Inc), Warrant Agreement (New York Health Care Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Underwriter's Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State state without giving effect to the rules of said State state governing the conflicts of laws. The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.
Appears in 6 contracts
Sources: Underwriter's Warrant Agreement (Protosource Corp), Underwriter's Warrant Agreement (Protosource Corp), Underwriter's Warrant Agreement (Protosource Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 6 contracts
Sources: Representative's Warrant Agreement (Omega Orthodontics Inc), Representative's Warrant Agreement (Multimedia Access Corp), Representative's Warrant Agreement (Cluckcorp International Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF WASHINGTON AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, Company and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Washington or of the United States of America for the Southern Western District of New YorkWashington, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, Company and the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.
Appears in 5 contracts
Sources: Warrant Agreement (Sunhawk Com Corp), Warrant Agreement (Sunhawk Com Corp), Warrant Agreement (Sunhawk Com Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section SECTION 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefortherefore.
Appears in 4 contracts
Sources: Representative's Warrant Agreement (Vaso Active Pharmaceuticals Inc), Representative's Warrant Agreement (Vaso Active Pharmaceuticals Inc), Representative's Warrant Agreement (Vaso Active Pharmaceuticals Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, ___________ and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, _______________ and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder ___________ and the Holders Holder(s) (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 SECTION 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, _______________ and the Holder and any other registered Holders Holder(s) agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 4 contracts
Sources: Placement Agent's Warrant Agreement (Skymall Inc), Placement Agent's Warrant Agreement (Skymall Inc), Placement Agent's Warrant Agreement (Skymall Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representatives and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representatives and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representatives and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representatives and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 4 contracts
Sources: Representative's Warrant Agreement (Dynacs Inc), Representatives' Warrant Agreement (B2bstores Com Inc), Representatives' Warrant Agreement (B2bstores Com Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Delaware and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, Company and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the federal courts of the State of New York or of the United States of America for the Southern District of New Yorklocated in Wilmington, Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, Company and the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 16 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 4 contracts
Sources: Warrant Agreement (Perma Fix Environmental Services Inc), Warrant Agreement (Perma Fix Environmental Services Inc), Warrant Agreement (Perma Fix Environmental Services Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 3 contracts
Sources: Underwriter's Warrant Agreement (Cumetrix Data Systems Corp), Underwriter's Warrant Agreement (Cti Industries Corp), Underwriter's Warrant Agreement (Cumetrix Data Systems Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(iespart(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 3 contracts
Sources: Representative's Warrant Agreement (Paradise Music & Entertainment Inc), Warrant Agreement (Source Information Management Co), Warrant Agreement (Source Information Management Co)
Governing Law; Submission to Jurisdiction. (a) This Agreement and each ----------------------------------------- Underwriter's Unit Option Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said State governing the conflicts of laws. .
(b) The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 3 contracts
Sources: Underwriter's Option Agreement for Units (Biodelivery Sciences International Inc), Underwriter's Option Agreement for Units (Biodelivery Sciences International Inc), Underwriter's Option Agreement for Units (Biodelivery Sciences International Inc)
Governing Law; Submission to Jurisdiction. (a) This Agreement and each ----------------------------------------- Underwriter's Unit Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said State governing the conflicts of laws. .
(b) The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the New York State Supreme Court, County of New York York, or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth determined in accordance with Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, on the Holder one hand, and any the Underwriter and the Holders, on the other registered Holders hand, agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 3 contracts
Sources: Underwriter's Unit Warrant Agreement (Flight Safety Technologies Inc), Underwriter's Unit Warrant Agreement (Flight Safety Technologies Inc), Underwriter's Unit Warrant Agreement (Vitacube Systems Holdings Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the its rules of said State governing the conflicts of laws. The Company, Company and the Holder and any other registered Holders Representatives hereby agree that any action, proceeding or claim against it or them arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Holder and any other registered Holders Representatives hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, Company or the Holder and the Holders Representatives (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth provided for in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders Representatives agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 3 contracts
Sources: Representatives' Warrant Agreement (Bakers Footwear Group Inc), Representatives' Warrant Agreement (National Medical Health Card Systems Inc), Representatives' Warrant Agreement (Bakers Footwear Group Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws, except that matters concerning the validity of the issuance of securities shall be determined and construed in accordance with the laws of the State of Delaware. The Company, the Holder Underwriters and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriters and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriters and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.
Appears in 3 contracts
Sources: Underwriters' Warrant Agreement (Noninvasive Medical Technologies Inc), Underwriters' Warrant Agreement (Stratus Services Group Inc), Underwriters' Warrant Agreement (Stratus Services Group Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Placement Agent and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Placement Agent and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Placement Agent and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Placement Agent and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Placement Agent's Warrant Agreement (Med-Design Corp), Placement Agent's Warrant Agreement (Careerengine Network Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder Purchase Option shall be deemed to be a contract made under governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and for all purposes shall to be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of performed entirely within the State of New York York, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. The Company and Holder irrevocably and unconditionally submit to the exclusive jurisdiction of the United States of America District Court for the Southern District of New YorkYork or, and irrevocably submits to if such Court does not have jurisdiction, which jurisdiction shall the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Purchase Option, agree that all claims in respect of the action may be exclusiveheard and determined in any such Court and agree not to bring any action arising out of or relating to this Purchase Option in any other court. The CompanyIn any action, the Company and Holder irrevocably and unconditionally waive and agree not to assert by way of motion, as a defense or otherwise any other registered Holders hereby irrevocably waive claims that it is not subject to the jurisdiction of any objection to such exclusive jurisdiction Court, that such action is brought in an inconvenient forum or inconvenient forumthat the venue of such action is improper. Any such process or summons to be served upon any of Without limiting the Companyforegoing, the Company and Holder and agree that the Holders (at the option service of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it process at the address set forth provided in Section 14 hereof. Such mailing 8.3 shall be deemed personal effective service and shall be legal and binding upon the party so served in any action, proceeding or claimof process on such party. The Company, the Company and Holder and any other registered Holders agree that the prevailing party(ies) party in any such action or proceeding shall be entitled to recover from the other party(ies) party all of its'/their its reasonable legal costs attorneys’ fees and expenses relating to such action action, claim or proceeding and or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Purchase Option Agreement (Symmetry Holdings Inc), Purchase Option Agreement (Symmetry Holdings Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representatives and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representatives and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representatives and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representatives and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefortherefore.
Appears in 2 contracts
Sources: Representatives' Warrant Agreement (Sonic Foundry Inc), Representatives' Warrant Agreement (Callnow Com Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 SECTION 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Representative's Warrant Agreement (Perficient Inc), Representative's Warrant Agreement (Leading Edge Packaging Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Texas and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said such State governing the conflicts of laws. The Company, the Holder HOLDER and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Texas or of the United States of America for the Southern Northern District of New YorkTexas, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder HOLDER and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder HOLDER and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder HOLDER and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Warrant Agreement (Aviation Group Inc), Warrant Agreement (Aviation Group Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriters and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriters and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriters and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriters and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Underwriter's Warrant Agreement (Vicon Industries Inc /Ny/), Advisors' Warrant Agreement (Intervu Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder Purchase Option shall be deemed to be a contract made under governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and for all purposes shall to be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of performed entirely within the State of New York York, without regard to the conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. The Company and Holder irrevocably and unconditionally submit to the exclusive jurisdiction of the United States of America District Court for the Southern District of New YorkYork or, and irrevocably submits to if such Court does not have jurisdiction, which jurisdiction shall the New York State Supreme Court in the Borough of Manhattan, in any action arising out of or relating to this Purchase Option, agree that all claims in respect of the action may be exclusiveheard and determined in any such Court and agree not to bring any action arising out of or relating to this Purchase Option in any other court. The CompanyIn any action, the Company and Holder irrevocably and unconditionally waive and agree not to assert by way of motion, as a defense or otherwise any other registered Holders hereby irrevocably waive claims that it is not subject to the jurisdiction of any objection to such exclusive jurisdiction Court, that such action is brought in an inconvenient forum or inconvenient forumthat the venue of such action is improper. Any such process or summons to be served upon any of Without limiting the Companyforegoing, the Company and Holder and agree that the Holders (at the option service of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it process at the address set forth provided in Section 14 hereof. Such mailing 8.3 shall be deemed personal effective service and shall be legal and binding upon the party so served in any action, proceeding or claimof process on such party. The Company, the Company and Holder and any other registered Holders agree that the prevailing party(ies) party in any such action or proceeding shall be entitled to recover from the other party(ies) party all of its'/their its reasonable legal costs attorneys’ fees and expenses relating to such action or proceeding and or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Purchase Option Agreement (Symmetry Holdings Inc), Purchase Option Agreement (Symmetry Holdings Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representatives and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representatives and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representatives and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 SECTION 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representatives and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Representatives' Warrant Agreement (Integrated Physician Systems Inc), Representative's Warrant Agreement (Toymax International Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Representative's Warrant Agreement (New York Health Care Inc), Representative's Warrant Agreement (New York Health Care Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the its rules of said State governing the conflicts of laws. The Company, Company and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, of or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, Company or the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Warrant Agreement (Fairfield Communities Inc), Warrant Agreement (Fairfield Communities Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefortherefore.
Appears in 2 contracts
Sources: Warrant Agreement (New York Health Care Inc), Warrant Agreement (New York Health Care Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, Company and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Company and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(iespart(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Warrant Agreement (Ifs International Inc), Warrant Agreement (Ifs International Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Underwriter's Warrant Agreement (Hawaiian Natural Water Co Inc), Underwriter's Warrant Agreement (Innopet Brands Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefortherefore.
Appears in 2 contracts
Sources: Representative's Warrant Agreement (Norton Motors International Inc), Representative's Warrant Agreement (VCS Technologies Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Agent's Warrant and Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by, and construed in accordance with, the laws of the State of New York applicable to contracts entered into and for all purposes shall to be construed in accordance with the laws of performed wholly within said State without giving effect to the rules of said State governing the conflicts of lawsState. The Company, the Holder Agent and any other registered each of the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or York, and any Federal court located in the County of the United States of America for the Southern District of New YorkManhattan, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Agent and any other registered each of the Holders hereby irrevocably waive waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Agent and any of the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 11 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The CompanyCompany and each Holder, the Holder and any other registered Holders agree by its acceptance of an Agent's Warrant, agrees that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Warrant Agreement (China Hospitals Inc), Placement Agent Warrant Agreement (Zhongpin Inc.)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriter and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Underwriter's Warrant Agreement (Genisys Reservation Systems Inc), Underwriter's Warrant Agreement (Robotic Lasers Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.return
Appears in 2 contracts
Sources: Underwriter's Warrant Agreement (Sunhawk Com Corp), Underwriter's Warrant Agreement (Sunhawk Com Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Warrant Holder and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Warrant Holder and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Warrant Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Warrant Holder and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefortherefore.
Appears in 2 contracts
Sources: Warrant Agreement (Home Director Inc), Warrant Agreement (Home Director Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder Purchase Option shall be deemed to be a contract made under governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and for all purposes shall to be construed performed in accordance with that State, including, without limitation, Sections 5-1401 and 5-1402 of the laws of said State without giving effect to New York General Obligations Law and the rules of said State governing the conflicts of lawsNew York Civil Practice Laws and Rules 327(b). The Company, the Holder and any other registered Holders Company hereby agree agrees that any action, proceeding or claim against it arising out of, of or relating in any way to, to this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder and any other registered Holders Company hereby irrevocably waive waives any objection to such exclusive jurisdiction or and that such courts represent an inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) Company may be served by transmitting a copy thereof, thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served Company in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its reasonable legal costs attorneys, fees and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 2 contracts
Sources: Purchase Option Agreement (Western United Financial Corp), Purchase Option Agreement (Western United Financial Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefortherefore.
Appears in 2 contracts
Sources: Warrant Agreement (Janel World Trade LTD), Warrant Agreement (Janel World Trade LTD)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Delaware and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Agents and each Holder and any other registered Holders hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the federal courts of the State of New York or of the United States of America for the Southern District of New Yorklocated in Wilmington, Delaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Agents and each Holder and any other registered Holders hereby irrevocably waive waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Agents and the Holders Holder(s) (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 16 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Agents and any other registered Holders the Holder(s) agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Warrant Agreement (Perma Fix Environmental Services Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- ------------------------------------------ Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Agent and any other registered the Holders by accepting Warrants issued pursuant to this Agreement, hereby agree that any action, proceeding or claim against it or them arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the United States and the State of New York or of located in the United States of America for the Southern District City of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Agent and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Agent and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Agent and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement ----------------------------------------- and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Delaware and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said such State governing the conflicts of laws. The Company, Amoco, the Holder Holders and any other registered Holders the Securityholders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Texas or of the United States of America for the Southern Northern District of New YorkTexas (Fort Worth Division), and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, Amoco, the Holder Holders and any other registered Holders the Securityholders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Holder and Amoco, the Holders or the Securityholders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth referred to in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Amoco, the Holder Holders and any other registered Holders the Securityholders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its(their) reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said such State governing the conflicts of laws. The Company, the Holder and Morg▇▇ ▇▇▇ any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder and Morg▇▇ ▇▇▇ any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and Morg▇▇ ▇▇▇ the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and Morg▇▇ ▇▇▇ any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Representative's Warrant Agreement (Spectrascience Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Representative's Warrant Agreement (Sunhawk Com Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Representative and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Representative and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders Holder (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Representative and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF WASHINGTON AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, Company and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Washington or of the United States of America for the Southern Western District of New YorkWashington, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, Company and the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Warrant Agreement (Sunhawk Com Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.other
Appears in 1 contract
Sources: Representative's Warrant Agreement (Conserver Corp of America)
Governing Law; Submission to Jurisdiction. This Agreement Representative's Warrant has been prepared, negotiated and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of delivered in the State of New York and for shall, in all purposes shall respects, be governed by and construed in accordance with the laws of said State such State, without giving effect to the rules of said State governing principles thereof relating to the conflicts conflict of laws. The Company, the Holder Representative and any other registered Holders or any assignees thereof hereby agree that any action, proceeding or claim against it arising out of, or relating such person in any way to, arising out of or relating to this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for located in the Southern District County of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered Holders and/or assignees thereof hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and the Representative, any Holders or any assignee thereof (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it such person at the address set forth in Section 14 10 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered Holders and their respective assignee(s) agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Representative's Warrant (C W Chemica Waste Technologies)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the its rules of said State governing the conflicts of laws. The Company, Company and the Holder and any other registered Holders Representative hereby agree that any action, proceeding or claim against it arising out of, of or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Holder and any other registered Holders Representative hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, Company or the Holder and the Holders Representative (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders Representative agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefortherefore.
Appears in 1 contract
Sources: Representative's Warrant Agreement (Digital Lava Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Agent and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Agent and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Agent and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Agent and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and landlord incurred in connection with the preparation therefortherefore.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to construed and enforced in accordance with, and the rights of the Parties shall be a contract made under governed by, the laws Internal Law of the State of New York York. THE COMPANY HEREBY SUBMITS TO THE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY, NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO THE SOLE AND ABSOLUTE ELECTION OF THE REQUIRED HOLDER(S) AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR THE NOTES SHALL BE LITIGATED IN SUCH COURTS, AND THE COMPANY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURTS. 11O. SEVERALTY OF OBLIGATIONS. The sales of Notes to the Purchasers are to be several sales, and for all purposes the obligations of Prudential and the Purchasers under this Agreement are several obligations. No failure by Prudential or any Purchaser to perform its obligations under this Agreement shall relieve Prudential, any other Purchaser or the Company of any of its obligations hereunder, and neither Prudential nor any Purchaser shall be construed in accordance with responsible for the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out obligations of, or relating in any way toaction taken or omitted by, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation thereforPerson hereunder.
Appears in 1 contract
Sources: Private Shelf Agreement (Watsco Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATES ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF WASHINGTON AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICT OF LAWS. The Company, Company and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Washington or of the United States of America for the Southern Western District of New YorkWashington, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, Company and the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may claim)may be served by transmitting a copy thereof, by registered or certified mail, ,return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Warrant Agreement (Sunhawk Com Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriter and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and Underwriter a nd the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriting Agreement (Xetal Inc)
Governing Law; Submission to Jurisdiction. (1) This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, or the actions of Purchaser, AcquireCo or the Company in the negotiation, administration, performance and enforcement thereof, shall be deemed governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware (except that the provisions of the laws of Guernsey shall apply with respect to (i) the fiduciary duties of the Company Board and (ii) any provisions set forth herein where such laws are mandatorily applicable to the transactions contemplated hereby).
(2) Each of the Parties hereto agree (and agree on behalf of their respective Affiliates, security holders, shareholders, managers, members and other Representatives), that except as expressly set forth in the Debt Commitment Letters or the Financing Agreements related thereto, all claims, actions, proceedings or counterclaims (whether based on contract, tort or otherwise) against the Financing Sources arising out of or relating to this Agreement, any transactions related thereto, the Debt Financing, the Debt Commitment Letter and the performance thereof by the Financing Sources shall be a contract made under exclusively governed by and construed in accordance with the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State York, without giving effect to the rules any choice or conflict of said State governing the conflicts of laws. The Company, the Holder and any other registered Holders hereby agree that any action, proceeding laws provision or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
(3) Each of Purchaser, AcquireCo and the Company hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States of America District Court for the Southern District State of New YorkDelaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, for the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any purpose of the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Companycounterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, or the Holder actions of Purchaser, AcquireCo or the Company in the negotiation, administration, performance and enforcement thereof, other than in respect of any matter which is in the jurisdiction of the Court, and each of the Parties hereto hereby irrevocably agrees that all claims with respect to such action or proceeding may be heard and determined exclusively in any Delaware state or federal court, other than in respect of any matter which is in the jurisdiction of the Court.
(4) Each of the Parties hereto (i) irrevocably consents to the service of the summons and complaint and any other registered Holders agree that the prevailing party(ies) process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in this Section 8.11 shall affect the right of any party to serve legal process in any other manner permitted by Law, (ii) except as provided in Section 8.11(3), consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery, any other court of the State of Delaware and any federal court sitting in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iv) except as provided in Section 8.11(3), agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court in the State of Delaware or any federal court sitting in the State of Delaware). Each of Purchaser, AcquireCo and the Company agrees that a final judgment in any action or proceeding shall be entitled to recover from conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other party(iesmanner provided by Law.
(5) all Notwithstanding the foregoing, each of its'/their reasonable the Parties hereby agrees that it will not (and will not permit any of its Affiliates, security holders, shareholders, managers, members and other Representatives to) bring or support any action, cause of action, suit, legal costs and expenses proceeding, litigation, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing, the Debt Commitment Letter or the performance thereof, in any forum other than a court of competent jurisdiction located within the Borough of Manhattan, New York, whether a state or Federal court and that each Party (on behalf of itself and its Affiliates, security holders, shareholders, managers, members and other Representatives) irrevocably submits itself and its property with respect to any such action to the exclusive jurisdiction of such court, and that the provisions of Section 8.15 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or proceeding third-party claim. The provisions of this Section 8.11(5) shall be enforceable by each Financing Source, its Affiliates and incurred their respective successors and permitted assigns. The Parties (on behalf of themselves and their respective Affiliates, security holders, shareholders, managers, members and other Representatives) further agree to waive and hereby irrevocably waive, to the fullest extent permitted by law, any objection which it may now have or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in connection with the preparation thereforany such court.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriter and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriter's Warrant Agreement (Robotic Lasers Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Agent and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District Stave of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Agent and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Agent and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Agent and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. (a) This Agreement and each ----------------------------------------- Warrant Certificate the Representative’s Unit Option issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said State governing the conflicts of laws. .
(b) The Company, the Holder Representative and any each other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any each other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the other Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth as provided in Section 14 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from [How do the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.Holders become bound by this provision?]
Appears in 1 contract
Sources: Representative’s Option Agreement for Units (Antex Biologics Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York ____________ and for all purposes shall be construed in accordance with the laws of said State of __________________ without giving effect to the rules of said State of New York governing the conflicts of laws. The Company, the Holder Underwriter and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York ________________ or of the United States of America for the Southern District of New York__________________, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriter's Warrant Agreement (United States Financial Group Inc /Ny)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsTHIS AGREEMENT AND EACH WARRANT CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT GIVING EFFECT TO THE RULES OF SAID STATE GOVERNING THE CONFLICTS OF LAWS. The Company, the Holder Representatives and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representatives and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representatives and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 18 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representatives and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriters' Warrant Agreement (All-Comm Media Corp)
Governing Law; Submission to Jurisdiction. This Agreement ----------------------------------------- and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal ------- service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Representative's Warrant Agreement (Grand Court Lifestyles Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Purchase Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by and construed and enforced in accordance with the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State York, without giving effect to the rules of said State governing the conflicts conflict of laws. The CompanyCompany and, by accepting this Purchase Warrant, the Holder and any other registered Holders each hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to, to this Agreement shall Purchase Warrant may be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be non-exclusive. The CompanyCompany and, by accepting this Purchase Warrant, the Holder and any other registered Holders each hereby irrevocably waive waives any objection to such exclusive jurisdiction or and that such courts represent an inconvenient forum. Any such process or summons to be served upon any of the Company, Company or the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 9 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served Company or the Holder in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its reasonable legal costs attorneys’ fees and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriter's Warrant Agreement (Ronnybrook Farm Dairy Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State State, without giving effect to the rules of said State governing the conflicts of laws. The Company, Josephthal and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Josephthal and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Josephthal and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Josephthal and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Placement Agent Warrant Agreement (Nur Macroprinters LTD)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State State, without giving effect to the rules of said State governing the conflicts of laws. The Company, Rockwood and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Rockwood and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Rockwood and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Rockwood and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Warrant Agreement (Dyntek Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all the purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, Company and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, Company and the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. (a) This Agreement and each ----------------------------------------- Underwriter’s Unit Option Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said State governing the conflicts of laws. .
(b) The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriter’s Option Agreement for Units (Pelion Systems Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder Purchase Option shall be deemed to be a contract made under governed by and construed and enforced in accordance with the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State York, without giving effect to the rules of said State governing the conflicts conflict of laws. The Company, Kirlin and the Holder and any other registered Holders Company hereby agree that any action, proceeding or claim against it c▇▇▇▇ ▇gainst Kirlin or the Company arising out of, or relating in any way to, to this Agreement ▇▇▇▇▇ase Option shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, Kirlin and the Holder and any other registered Holders Company hereby irrevocably waive any objection to such exclusive jurisdiction or ▇▇▇▇▇▇iction and that such courts represent an inconvenient forum. Any such process or summons to be served upon any of Kirlin or the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) Company may be served by transmitting a copy thereof, by registered thereof b▇ ▇▇▇▇stered or certified mail, return receipt requested, postage prepaid, addressed to it such party at the its address set forth in Section 14 on the signature page hereof. Such mailing shall be deemed personal service and shall be legal and binding upon Kirlin or the party so served Company, as the case may be, in any action, proceeding or claim▇▇ ▇▇aim. The Company, Kirlin and the Holder and any other registered Holders Company agree that the prevailing party(ies) in any such action or proceeding s▇▇▇ ▇▇tion shall be entitled to recover from the other party(ies) all of its'/their its reasonable legal costs attorneys' fees and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by, and construed in accordance with, the laws of the State of New York applicable to contracts entered into and for all purposes shall to be construed in accordance with the laws of performed wholly within said State without giving effect to the rules of said State governing the conflicts of lawsState. The Company, the Holder Agent and any other registered each of the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of York, and any Federal court located in the United States of America for the Southern District County of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Agent and any other registered each of the Holders hereby irrevocably waive waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Agent and any of the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 11 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The CompanyCompany and each Holder, the Holder and any other registered Holders agree by its acceptance of a Warrant Certificate, agrees that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Warrant Agreement (Careside Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the its rules of said State governing the conflicts of laws. The Company, Company and the Holder and any other registered Holders Placement Agent hereby agree that any action, proceeding or claim against it arising out of, of or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Holder and any other registered Holders Placement Agent hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, Company or the Holder and the Holders Placement Agent (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth referred to in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders Placement Agent agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal, substantive laws of said State applicable to contracts executed delivered and to be fully performed in such State (regardless of where actually executed, delivered and performed), without giving effect to the any contrary rules of said State governing the conflicts of laws. The Company, Donald & Co. and the Holder and any other registered Holders hereby agree that any action, proceeding or claim ▇▇ ▇▇aim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Donald & Co. and the Holder and any other registered Holders hereby irrevocably waive any objection to such t▇ ▇▇▇▇ exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Donald & Co. and the Holders (at the option of the party bringing such actionsuc▇ ▇▇▇▇on, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.the
Appears in 1 contract
Sources: Warrant Agreement (Magna Lab Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Purchase Warrant Certificate issued hereunder shall be deemed to be a contract made under governed by and construed and enforced in accordance with the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State York, without giving effect to conflict of laws principles thereof. Each of the rules of said State governing the conflicts of laws. The Company, Company and the Holder and any other registered Holders hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to, to this Agreement Purchase Warrant shall be brought and enforced in the courts located in The City of the New York, County of New York, and State of New York or of the United States of America for the Southern District of (each, a “New YorkYork Court”), and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Each of the Company and the Holder and any other registered Holders hereby irrevocably waive waives any objection to such exclusive jurisdiction or and that such courts represent an inconvenient forum. Any such process or summons to be served upon any of the Company, the Company or Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address their respective addresses set forth in Section 14 8.4 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served Company or Holder in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its reasonable legal costs attorneys’ fees and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, 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 1 contract
Sources: Underwriter's Warrant (Fortune Valley Treasures, Inc.)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the (1) The laws of the State of New York shall govern and for all purposes shall be construed used to construe this Indenture and the Securities.
(2) The Company hereby expressly and irrevocably agrees and consents that any suit, action or proceeding aris- ing out of or relating to this Indenture, the Securities and the transactions contemplated herein may be instituted by the Trustee or any Holder in accordance with any State or Federal court sitting in the laws County of said New York, State without giving effect of New York, United States of America and, by the execution and delivery of this Inden- ture, the Securities, the Company expressly waives any objec- tion that it may have now or hereafter to the rules laying of said the venue or to the jurisdiction of any such suit, action or pro- ceeding, and irrevocably submits generally and uncondition- ally to the jurisdiction of any such court in any such suit, action or proceeding.
(3) The Company agrees that service of process may be made on the Company by personal service of a copy of the summons and complaint or other legal process in any such suit, action or proceeding, or by registered or certified mail (postage prepaid) to the address of the Company speci- fied in or pursuant to Section 9.3, or by any other method of service provided for under the applicable laws in effect in the State governing of New York.
(4) Nothing contained in subsection (2) or (3) hereof shall preclude the conflicts Trustee or any Holder from bringing any suit, action or proceeding arising out of laws. The Companyor relating to this Indenture, the Holder and any other registered Holders hereby agree that any action, proceeding Securities or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced the transactions contem- plated herein in the courts of any place where the State of New York Company or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding 's property or claim) assets may be served by transmitting a copy thereof, by registered found or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding lo- cated or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall place where jurisdiction may otherwise be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation thereforobtained.
Appears in 1 contract
Sources: Indenture (Sassco Fashions LTD /De/)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawslaw. The Company, Underwriter and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it any of them arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Underwriter and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Underwriter and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriter's Warrant Agreement (Omnicorder Technologies Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Delaware and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Company and each Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the State or Federal courts of located in the State of New York or of the United States of America for the Southern District of New YorkDelaware, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Company and each Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon the Company or any of the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Company and each Holder and any other registered Holders agree that the prevailing party(ies) party in any such action or proceeding shall be entitled to recover from the other party(ies) party all of its'/their its reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Warrant Agreement (Medcross Inc)
Governing Law; Submission to Jurisdiction. This ----------------------------------------- Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Delaware and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, Sellers and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York Delaware or of the United States of America for the Southern District of New YorkDelaware, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Sellers and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Holder Sellers and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth referred to in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Sellers and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its(their) reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, Ryan, Beck and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against ▇▇▇im ▇▇▇inst it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Ryan, Beck and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive s▇▇▇ ex▇▇▇▇ive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Ryan, Beck and the Holders Holder(s) (at the option of the party bringing such actionsuc▇ ▇▇ti▇▇, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Ryan, Beck and the Holder and any other registered Holders Holder(s) agree that the prevailing party(ies) in any such action ▇▇▇ su▇▇ ▇ction or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. (a) This Agreement and each ----------------------------------------- Representative's Unit Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York Delaware and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said State governing the conflicts of laws. .
(b) The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth determined in Section 14 accordance withSection 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriter's Unit Option Agreement (Delcath Systems Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York California and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Participating Dealer and any other registered the Holders each hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York California or of the United States of America for located in the Southern District City of New YorkSan Diego, California, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Participating Dealer and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Participating Dealer and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Participating Dealer and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Participating Dealer's Warrant Agreement (Xenonics Holdings, Inc.)
Governing Law; Submission to Jurisdiction. This Agreement and --------- --- ---------- -- ------------ each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United Securityed States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, Sands Brothers and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be exclusive. The Company, Sands Brothers and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Sands Brothers and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Sands Brothers and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Warrant Agreement (Smart Choice Automotive Group Inc)
Governing Law; Submission to Jurisdiction. This Agreement and --------- --- ---------- -- ------------ each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriters and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriters and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriters and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriters and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriters' Warrant Agreement (Cumetrix Data Systems Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Each of the Company, the Holder Representative, and any other registered the Holders hereby agree agrees that any action, proceeding proceeding, or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Each of the Company, the Holder Representative, and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and Representative, and/or the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding proceeding, or claim. The Company, the Holder Representative, and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Representative's Warrant Agreement (Brunswick Technologies Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- -------------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation therefortherefore.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, Ryan, Beck and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against ▇▇ ▇lai▇ ▇gainst it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Ryan, Beck and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive su▇▇ ▇xc▇▇▇▇ve jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Ryan, Beck and the Holders Holder(s) (at the option of the party bringing such actions▇▇▇ act▇▇▇, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 SECTION 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Ryan, Beck and the Holder and any other registered Holders Holder(s) agree that the prevailing party(ies) in any such ▇▇▇ s▇▇▇ action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Warrant Agreement (Skymall Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, . which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriter's Warrant Agreement (Hawaiian Natural Water Co Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State State, without giving effect to the rules of said State governing the conflicts of laws. The Company, Josephthal and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and each such party hereby irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Josephthal and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Josephthal and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Josephthal and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Warrant Agreement (Chromatics Color Sciences International Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, Josephthal and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall 18 20 be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Josephthal and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Josephthal and the Holders Holder(s) (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Josephthal and the Holder and any other registered Holders Holder(s) agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement Indenture and each ----------------------------------------- Warrant Certificate issued hereunder the Notes shall be deemed to be a contract made under governed by, and construed in accordance with, the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of lawsYork. The Company, Holders, Trustee, Paying Agent and Registrar irrevocably consent and agree, from time to time for the Holder benefit of the Holders of the Notes and the Trustee, that any legal action, suit or proceeding against them with respect to obligations, liabilities or any other registered Holders hereby agree that any action, proceeding or claim against it matter arising out of, of or relating in any way to, connection with this Agreement shall Indenture or the Notes may be brought and enforced in the courts of the State of New York or the courts of the United States located in the Borough of America Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consent and submit to the jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for the Southern District itself in respect of New Yorkits properties, assets and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusiverevenues. The Company, Holders, Trustee, Paying Agent and Registrar irrevocably and unconditionally waive, to the Holder and any other registered Holders hereby irrevocably waive fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture brought in the courts of the State of New York or the courts of the United States located in the State of New York and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such exclusive jurisdiction court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their reasonable legal costs and expenses relating to such action or proceeding and incurred in connection with the preparation thereforSECTION 10.
Appears in 1 contract
Sources: Indenture (FedNat Holding Co)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Underwriter's Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said such State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriter and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 SECTION 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriter's Warrant Agreement (Frost Hanna Capital Group Inc)
Governing Law; Submission to Jurisdiction. (a) This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. .
(b) The CompanyCompany and the Holders, the Holder and any other registered Holders by accepting Warrants issued pursuant to this Agreement, hereby agree that any action, proceeding or claim against it or them arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the United States and the State of New York or of York, located in the United States of America for the Southern District City of New York, and shall be irrevocably submits submitted to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Company and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 12 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor. THE COMPANY AND THE HOLDERS AGREE TO WAIVE THEIR RIGHTS TO A JURY TRIAL ON ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder Purchase Option shall be deemed to be a contract made under governed by and construed and enforced in accordance with the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State York, without giving effect to the rules of said State governing the conflicts conflict of laws. The CompanyEach of the Company and Maxim, the Holder and or any other registered Holders hereby Holder of this Purchase Option, agree that any action, proceeding or claim against it arising out of, or relating in any way to, to this Agreement Purchase Option shall be brought and enforced in the courts of the State of New York located in New York County or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The CompanyEach of the Company and Maxim, the Holder and or any other registered Holders Holder of this Purchase Option, hereby irrevocably waive waives any objection to such exclusive jurisdiction or and that such courts represent an inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder and the Holders (at the option of the party bringing such action, proceeding or claim) Company may be served by transmitting a copy thereof, thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served Company in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its reasonable legal costs attorneys' fees and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Purchase Option Agreement (Asia Special Situation Acquisition Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Warrant Agreement (Source Information Management Co)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Representative and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Representative and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Representative and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 3 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Representative and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Representative's Warrant Agreement (International Isotopes Inc)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, Josephthal and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, Josephthal and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Josephthal and the Holders Holder(s) (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 SECTION 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Josephthal and the Holder and any other registered Holders Holder(s) agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, ▇▇▇▇, ▇▇▇▇ and the Holder and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, ▇▇▇▇, ▇▇▇▇ and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder ▇▇▇▇, ▇▇▇▇ and the Holders Holder(s) (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, ▇▇▇▇, ▇▇▇▇ and the Holder and any other registered Holders Holder(s) agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. (a) This Agreement and each ----------------------------------------- Warrant Certificate and Warrant Share issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said the State of New York without giving effect to the rules principles of said State governing the conflicts conflict of laws. .
(b) The Company, the Holder Underwriter and any other registered each of the Holders hereby agree agrees that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered each of the Holders hereby irrevocably waive waives any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Underwriter and any Holder and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered each of the Holders agree agrees that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder QIU and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder QIU and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder QIU and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 3 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder QIU and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Warrant Agreement (Emerging Growth Acquisition Corp I)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriters and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriters and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forumforum and also hereby irrevocably waive any right or claim to trial by jury in connection with any such action, proceeding or claim. Any such process or summons to be served upon any of the Company, the Holder Underwriters and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriters and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriters' Warrant Agreement (Westbridge Capital Corp)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State of New York without giving effect to the rules of said State of New York governing the conflicts of laws. The Company, the Holder Underwriter and any other registered Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriter and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Underwriting Agreement (Awg LTD)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Placement Agent and any other registered the Holders hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of of, New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Placement Agent and any other registered the Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Placement Agent and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Placement Agent and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract
Sources: Placement Agent's Warrant Agreement (Ratexchange Corp)
Governing Law; Submission to Jurisdiction. (a) This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. .
(b) The CompanyCompany and the Holders, the Holder and any other registered Holders by accepting Warrants issued pursuant to this Agreement, hereby agree that any action, proceeding or claim against it or them arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the United States and the State of New York or of York, located in the United States of America for the Southern District City of New York, and shall be irrevocably submits submitted to such jurisdiction, which jurisdiction shall be exclusive. The Company, Company and the Holder and any other registered Holders hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Company and the Holders (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address as set forth in Section 14 13 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, Company and the Holder and any other registered Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor. THE COMPANY AND THE HOLDERS AGREE TO WAIVE THEIR RIGHTS TO A JURY TRIAL ON ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.
Appears in 1 contract
Sources: Warrant Agreement (Acln LTD)
Governing Law; Submission to Jurisdiction. This Agreement and each ----------------------------------------- Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. The Company, the Holder Underwriter and any other registered Holders its successors and assigns hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement Warrant shall be brought and enforced in the courts of the State of New York or of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company, the Holder Underwriter and any other registered Holders its successors and assigns hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. Any such process or summons to be served upon any of the Company, the Holder Underwriter and the Holders its successors and assigns (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 14 11 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. The Company, the Holder Underwriters and any other registered the Holders agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its'/their its/their reasonable legal costs and expenses relating to such action or proceeding and and/or incurred in connection with the preparation therefor.
Appears in 1 contract