Common use of Waiver of Certain Actions Clause in Contracts

Waiver of Certain Actions. Each Stockholder hereby agrees not to commence 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, Merger Sub, the Company, any of their respective affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors in connection with the Business Combination Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. Each Stockholder hereby agrees not to commence 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, Merger SubPurchaser, the Company, any of their respective affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors in connection with the Business Combination Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. Each Stockholder hereby agrees not to commence 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, Merger SubPurchaser, the Company, any of their respective affiliates or successors OpCo and the Other Guarantor Subsidiaries or any of their respective Affiliates, successors, directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Investment Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the MergerPurchase) or (b) alleging a breach of any duty of the Company Board of Directors in connection with the Business Combination Investment Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. Each Stockholder Shareholder hereby agrees not to commence 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 ParentMerger Partner, Merger SubRemainco, the CompanySpinco, any of their respective affiliates Affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement, the Merger Agreement or the Business Combination Agreement any other Transaction Documents (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors of Remainco in connection with the Business Combination Merger Agreement, any other Transaction Documents, this Agreement or the transactions contemplated thereby or hereby. 9.9.

Waiver of Certain Actions. Each Stockholder hereby agrees (a) not to commence or participate in, and (b) 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, Merger Sub, the Company, any of their respective affiliates or successors Company or any of their respective directorsAffiliates relating to the negotiation, managers execution or officers delivery of this Agreement or the Merger Agreement or the consummation of the Merger or any other transactions contemplated in the Merger Agreement, including any such claim (ai) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) Agreement, or (bii) alleging a breach of any fiduciary duty of the Company Board of Directors in connection with the Business Combination Agreement, this Merger Agreement or the other transactions contemplated thereby or herebyin the Merger Agreement.

Waiver of Certain Actions. Each Stockholder hereby agrees not to commence 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, Merger Sub, the Company, any of their respective affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors in connection with the Business Combination Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. Each Stockholder hereby agrees not to commence 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, Merger Sub, the Company, any of their respective affiliates or successors Hermes Sub I, Hermes Sub II or any of their respective Affiliates, successors, directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Merger Agreement (including any claim seeking to enjoin or delay the consummation closing of either of the Offer or the closing of the MergerMergers) or (b) alleging a breach of any duty of the Company Company’s Board of Directors or the Board of Directors of Hermes Sub I in connection with the Business Combination Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. Each The Stockholder hereby agrees not to commence 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, Merger SubPurchaser, the Company, any of their respective affiliates Affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors (or any committee thereof) in connection with the Business Combination Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. Each The Company Stockholder hereby agrees not to commence 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, Merger Sub, the Company, any of their respective affiliates Affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Merger Agreement (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors in connection with the Business Combination Merger Agreement, this Agreement or the transactions contemplated thereby or hereby.

Waiver of Certain Actions. Each Stockholder Shareholder hereby agrees not to commence 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 ParentMerger Partner, Merger SubRemainco, the CompanySpinco, any of their respective affiliates Affiliates or successors or any of their respective directors, managers or officers (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement, the Merger Agreement or the Business Combination Agreement any other Transaction Documents (including any claim seeking to enjoin or delay the consummation of the Offer or the closing of the Merger) or (b) alleging a breach of any duty of the Company Board of Directors of Remainco in connection with the Business Combination Merger Agreement, any other Transaction Documents, this Agreement or the transactions contemplated thereby or hereby.