Common use of Waiver of Certain Actions Clause in Contracts

Waiver of Certain Actions. Each Reinvestment Stockholder hereby agrees not to bring, commence, institute, maintain, prosecute, voluntarily aid or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, the Company, any other party to the Merger Agreement or any of their respective successors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement or (b) alleging a breach of any duty of the board of directors of the Company in connection with the Merger Agreement, this Agreement or the transactions contemplated thereby or hereby (which includes the execution and delivery of this Agreement by such Reinvestment Stockholder, or the approval of the Merger Agreement by the Company Board, acting upon the recommendation of the Special Committee, or the Special Committee’s recommendation that the Company Board approve the Merger Agreement), but excluding any such claim brought by a Reinvestment Stockholder following the Effective Time as a third party beneficiary under Section 9.6 of the Merger Agreement (it being understood and agreed that nothing in this Section 5 shall restrict or prohibit any Reinvestment Stockholder or any Affiliate thereof from participating as a defendant, asserting counterclaims (other than against Parent, the Company, any other party to the Merger Agreement or any of their respective successors) or asserting defenses, in any action or proceeding brought or claims asserted against it or any of its Affiliates relating to this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby, or from enforcing its rights under this Agreement, the Merger Agreement, or any other agreement contemplated hereby or thereby).

Waiver of Certain Actions. Each Reinvestment The Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights of appraisal or rights to dissent from the Merger that it may have (if any) under Applicable Law, including, but not limited to, Section 262 of the DGCL. The Stockholder hereby acknowledges that Parent, the Company and Merger Sub will each reasonably rely to its detriment upon such waiver of appraisal or rights to dissent, and Stockholder acknowledges and confirms that this waiver of appraisal rights is given knowingly and voluntarily. The Stockholder hereby agrees not to bring, commence, institute, maintain, prosecute, voluntarily aid participate in as a plaintiff or participate otherwise support any plaintiff in, and to take all actions necessary to opt out of any class in in, any class action with respect to, any claim, derivative or otherwise, against Parent, the Company, any other party to the Parent, Merger Agreement Sub or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement, including any claim (ax) challenging the validity of, of or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement Agreement, or (by) alleging a any breach of any fiduciary duty of the board of directors of the Company Board in connection with the Merger Agreementnegotiation, this Agreement or the transactions contemplated thereby or hereby (which includes the execution and delivery of this Agreement by such Reinvestment Stockholder, or the approval of the Merger Agreement by the Company Board, acting upon the recommendation of the Special Committee, or the Special Committee’s recommendation that the Company Board approve the Merger Agreement), but excluding any such claim brought by a Reinvestment Stockholder following the Effective Time as a third party beneficiary under Section 9.6 of the Merger Agreement (it being understood and agreed that nothing in this Section 5 shall restrict or prohibit any Reinvestment Stockholder or any Affiliate thereof from participating as a defendant, asserting counterclaims (other than against Parent, the Company, any other party to the Merger Agreement or any of their respective successors) or asserting defenses, in any action or proceeding brought or claims asserted against it or any of its Affiliates relating to this Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby or thereby, or from enforcing its rights under this Agreementincluding, without limitation, the Merger Agreement, or any other agreement contemplated hereby or thereby)Merger.