Further Assurances Clause Example from Business Contracts

Further Assurances. From time to time, at Parent's request and without further consideration, each Stockholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or reasonably requested to effect the actions and consummate the transactions contemplated by this Agreement. To the extent permitted by Law, each Stockholder irrevocably and unconditionally waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent in connectio...n with the Merger that such Stockholder may have by virtue of ownership of the Covered Shares owned by such Stockholder. Each Stockholder further irrevocably and unconditionally 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 the Company, Parent or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby and thereby, including any action (i) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of the Merger Agreement (including any claim seeking to enjoin or delay the Closing) or this Agreement or (ii) to the fullest extent permitted under Law, alleging breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement, this Agreement or the transactions contemplated hereby or thereby. View More