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

Submission to Jurisdiction; Appointment of Agent for Service of Process. Purchaser hereby irrevocably and unconditionally: (a) (i) agrees that any suit, action or proceeding against it arising out of or relating to or in connection with this Agreement may be instituted, and that any suit, action or proceeding by it against any other Party arising out of or relating to or in connection with this Agreement shall be instituted only, in the U.S. District Court for the District of Columbia or the U.S. Court of Claims (and appellate courts from either of the foregoing), as the Person instituting such suit, action or proceeding may elect in its sole discretion, (ii) consents and submits, for itself and its property, to the jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted against it, and (iii) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (b) agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 4.12(a) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 4.05, such service to become effective 30 calendar days after such mailing, provided that nothing contained in this Section 4.12(b) shall affect the right of any Party to serve process in any other manner permitted by law; and (c) (i) waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to or in connection with this Agreement brought in any court specified in Section 4.12(a), (ii) waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, and (iii) agrees not to plead or claim either of the foregoing.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Purchaser Each of the Parties hereto hereby irrevocably and unconditionally: (a) (i) agrees that any suit, action or proceeding against it arising out of or relating to or in connection with this Agreement may be instituted, and that any suit, action or proceeding by it against any other Party arising out of or relating to or in connection with this Agreement shall be instituted only, in the U.S. District Court for the District of Columbia or the U.S. Court of Claims (and appellate courts from either of the foregoing), as the Person instituting such suit, action or proceeding may elect in its sole discretion, (ii) consents and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such courts court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement for recognition or enforcement of any judgment relating thereto, and each of the purpose Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such suit, action or proceeding instituted against itmay be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (b) agrees that Law. Each Party to this Agreement irrevocably consents to service of all writs, process and summonses in any suit, action inside or proceeding pursuant outside the territorial jurisdiction of the courts referred to Section 4.12(a) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 4.05, such service to become effective 30 calendar days after such mailing, provided that nothing contained in this Section 4.12(b) shall 7 in the manner provided for notices in Section 9.4 of the Merger Agreement. Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by law; and (c) (i) waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to or in connection with this Agreement brought in any court specified in Section 4.12(a), (ii) waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, and (iii) agrees not to plead or claim either of the foregoingLaw.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Purchaser The Company hereby irrevocably and unconditionally: (a) (i) agrees that irrevocably designates and appoints CT Corporation System (the "Agent"), presently having its office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, United States of America, as the Company's authorized agent upon which process may be served in any suit, action suit or proceeding against it (including, but not limited to, any arbitral proceeding as contemplated by Section 7.11 of this Deposit Agreement) arising out of or relating to the Shares or in connection with other Deposited Securities, the ADSs, the Receipts or this Agreement may be instituted, and that any suit, action or proceeding by it against any other Party arising out of or relating to or in connection with this Agreement shall be instituted only, in the U.S. District Court for the District of Columbia or the U.S. Court of Claims (and appellate courts from either of the foregoing), as the Person instituting such suit, action or proceeding may elect in its sole discretionDeposit Agreement, (ii) consents and submits, for itself and its property, submits to the non-exclusive jurisdiction of such courts for the purpose of any court in which any such suit, action suit or proceeding instituted against itmay be instituted, and (iii) agrees that a final judgment service of process, by any means permitted by applicable law, upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suitsuit or proceeding. The Company agrees to deliver, action upon the execution and delivery of this Deposit Agreement, a written acceptance by such Agent of its appointment. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any ADSs or proceeding Receipts remain outstanding or this Deposit Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, to the fullest extent permitted by applicable law, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by established overnight courier service, directed to the Company at its address last specified for notices hereunder, and service so made shall be conclusive deemed completed five (5) days after the same shall have been so couriered. The Company hereby irrevocably designates, appoints and empowers the Agent to receive and accept for and on its behalf, and on behalf of its properties, assets and revenues, service by mail of any and all legal process, summons, notices and documents that may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (b) agrees that service of all writs, process and summonses served in any suit, action or proceeding pursuant brought against the Company in any federal or state court or arbitration as described in this Article 7. If for any reason the Agent shall cease to be available to act as such, the Company agrees to designate a new agent in New York on the terms and for the purposes of this Section 4.12(a) may be effected by 7.12 reasonably satisfactory to the mailing of copies thereof by registered or certified mail, postage prepaidDepositary. The Company further hereby irrevocably consents and agrees, to it at its address for notices pursuant the fullest extent permitted by applicable law, to Section 4.05, such the service to become effective 30 calendar days after such mailing, provided that nothing contained in this Section 4.12(b) shall affect the right of any Party to serve process and all legal process, summons, notices and documents in any other manner permitted by law; and (c) (i) waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding (including any arbitration) against the Company, by service by mail of a copy thereof upon the Agent (whether or not the appointment of such Agent shall for any reason prove to be ineffective or such Agent shall fail to accept or acknowledge such service), with a copy couriered to the Company, to its address provided in Section 7.05 hereof. The Company agrees that the failure of the Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Notwithstanding the foregoing, the Depositary and the Company unconditionally agree that in the event that a Holder or Beneficial Owner brings a suit, action or proceeding (including an arbitration) against (a) the Company, (b) the Depositary in its capacity as Depositary under this Deposit Agreement or (c) against both the Company and the Depositary, in any such case, in any state or federal court of the United States or in arbitration in accordance with Section 7.11 hereof, and the Depositary or the Company have any claim, for indemnification or otherwise, against the other arising out of or relating to or in connection with this Agreement brought in any court specified in Section 4.12(a), (ii) waives any claim that any the subject matter of such suit, action or proceeding, then the Company and/or the Depositary may pursue such claim against the other in the state or federal court in the United States or arbitration in which such suit, action, or proceeding is pending and, for such purposes, the Company and the Depositary irrevocably submit to the non-exclusive jurisdiction of such courts. The Company agrees that service of process upon the Agent in the manner set forth in the preceding paragraph shall be effective service upon it for any suit, action or proceeding (including arbitration) brought against it as described in this paragraph or in Section 7.11. The provisions of this Section 7.12 shall survive any such court has been brought termination of this Deposit Agreement, in an inconvenient forum, and (iii) agrees not to plead whole or claim either of the foregoingin part.

Submission to Jurisdiction; Appointment of Agent for Service of Process. Purchaser hereby Each of the Sellers, severally and not jointly, irrevocably and unconditionally: submits to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in the Borough of Manhattan, The City of New York, New York (aeach, a “New York Court”) (i) agrees that over any suit, action or proceeding against it arising out of or relating to or in connection with this Agreement may be institutedAgreement, and that any suitthe Registration Statement, action or proceeding by it against any other Party arising out the Prospectus, the Time of or relating to or in connection with this Agreement shall be instituted only, in the U.S. District Court for the District of Columbia Sale Prospectus or the U.S. Court of Claims (and appellate courts from either offering of the foregoing), as Shares. Each of the Person instituting such suit, action or proceeding may elect in its sole discretion, (ii) consents and submits, for itself and its propertySellers irrevocably waives, to the jurisdiction of such courts for the purpose of any such suit, action or proceeding instituted against it, and (iii) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (b) agrees that service of all writs, process and summonses in any suit, action or proceeding pursuant to Section 4.12(a) may be effected by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section 4.05, such service to become effective 30 calendar days after such mailing, provided that nothing contained in this Section 4.12(b) shall affect the right of any Party to serve process in any other manner fullest extent permitted by law; and (c) (i) waives , any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding arising out of or relating to or in connection with this Agreement brought in any such a court specified in Section 4.12(a), (ii) waives and any claim that any such suit, action or proceeding brought in any such a court has been brought in an inconvenient forum. To the extent that any of the Sellers has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, each of the Company and such Seller, as applicable irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the Sellers, severally and not jointly, hereby irrevocably appoints [—] as its agent for service of process in any suit, action or proceeding described in the preceding paragraph and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. Each of Sellers, severally and not jointly, waives, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Sellers, severally and not jointly, represents and warrants that such agent has agreed to act as its agent for service of process, and (iii) agrees not to plead or claim either the Company and each of the foregoingSelling Stockholders agree to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect.