Common use of Certain Actions and Proceedings Clause in Contracts

Certain Actions and Proceedings. Until this Agreement is terminated in accordance with Section 7.1, Parent shall have the right, at its own expense, to participate in (but not control or direct) the defense or settlement of any action, suit or proceeding instituted against the Company (or any of its directors or officers) before any court or Governmental Entity or threatened by any Governmental Entity or any third party, including a Company shareholder, to restrain, modify or prevent the consummation of the transactions contemplated by this Agreement, or to seek damages or a discovery order in connection with such transactions.

Appears in 2 contracts

Samples: Merger Agreement (Intervideo Inc), Merger Agreement (Corel Corp)

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Certain Actions and Proceedings. Until this Agreement is terminated in accordance with Section 7.18.1, Parent shall have the right, at its own expense, right to participate in (but not control or direct) the defense or settlement of any action, suit or proceeding instituted against the Company (or any of its directors or officers) before any court or Governmental Entity or threatened by any Governmental Entity or any third party, including a Company shareholder, to restrain, modify or prevent the consummation of the transactions contemplated by this Agreement, or to seek damages or a discovery order in connection with such transactions.

Appears in 2 contracts

Samples: Merger Agreement (Party City Corp), Merger Agreement (Amscan Holdings Inc)

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Certain Actions and Proceedings. Until this Agreement is terminated in accordance with Section 7.1, Parent shall have the right, at its own expense, right to participate in (but not control or direct) the defense or settlement of any action, suit or proceeding instituted against the Company (or any of its directors or officers) before any court or Governmental Entity Authority or threatened by any Governmental Entity Authority or any third party, including a Company shareholder, to restrain, modify or prevent the consummation of the transactions contemplated by this Agreement, or to seek damages or a discovery order in connection with such transactions.

Appears in 1 contract

Samples: Merger Agreement (Excelligence Learning Corp)

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