Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder of the Company relating to the Offer, the Merger, this Agreement, or the Shareholder Agreement, without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Guidant Corp), 4 Agreement and Plan of Merger (Incontrol Inc), Agreement and Plan of Merger (Incontrol Inc)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, this Agreement, Agreement or the Shareholder Agreement, Stockholders Agreement without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Dekalb Genetics Corp)
Certain Litigation. The Company agrees that it ------------------- shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, this Agreement, Agreement or the Shareholder AgreementStockholder Agreements, without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Conopco Acquisition Co Inc), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder of the Company relating to the Offer, the Merger, this Agreement, Agreement or the Shareholder Agreement, Stock Option Agreement without the prior written consent of Parent. In addition, except as provided in subject to its rights under Section 6.2(c)6.03, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.. 44 38
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ebv Electronics Inc), Agreement and Plan of Merger (Wyle Electronics)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder of the Company relating to the Offer, the Merger, Merger or this Agreement, or the Shareholder Agreement, Agreement without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub MergerSub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alleghany Corp /De), Agreement and Plan of Merger (Capitol Transamerica Corp)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, this Agreement, Agreement or the Shareholder Agreement, Preferred Stock Purchase Agreement without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company Parent (which shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Mergerbe unreasonably withheld).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Alexander & Alexander Services Inc)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, this Agreement, Agreement or the Shareholder AgreementOther Agreements, without the prior written consent of ParentPurchaser. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the MergerOffer.
Appears in 2 contracts
Samples: Motorola Inc, Motorola Inc
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement, or the Shareholder Agreement, without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Merger Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Applied Molecular Evolution Inc), Agreement and Plan of Merger (Lilly Eli & Co)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement, or the Shareholder Agreement, Agreement without the prior written consent of ParentParent (not to be unreasonably withheld). In addition, except as provided in subject to Section 6.2(c)6.02 hereof, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Octel Communications Corp), Agreement and Plan of Merger (Lucent Technologies Inc)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder of the Company relating to the Offer, the Merger, this Agreement, the Shareholder Agreement or the Shareholder AgreementNoncompetition Agreements, without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Edmark Corp), Agreement and Plan of Merger (International Business Machines Corp)
Certain Litigation. The Company agrees that it shall will not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement, or the Shareholder Agreement, without the prior written consent of the Parent. In addition, except as provided in Section 6.2(c), the Company shall will not voluntarily cooperate with any third party that which may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall will cooperate with the Parent and Sub the Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the MergerReorganization, this Agreement, Agreement or the Shareholder Agreement, Stockholder Agreement without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company which consent shall not voluntarily cooperate with any third party that may hereafter seek to restrain be unreasonably withheld or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Mergerdelayed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Telephone & Data Systems Inc /De/)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, this Agreement, the Tender and Voting Agreement or the Shareholder Stock Option Agreement, without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
Certain Litigation. The Company agrees that it shall will not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement, or the Shareholder Agreement, without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall will not voluntarily cooperate with any third party that which may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.the
Appears in 1 contract
Samples: Agreement and Plan of Merger (Purdue Acquisition Corp)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder of the Company relating to the Offer, the Merger, this Agreement, Agreement or the Shareholder Agreement, Shareholders Agreement without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder of the Company relating to the Offer, the Merger, this Agreement, Agreement or the Shareholder Agreement, Stock Option Agreement without the prior written consent of Parent. In addition, except as provided in subject to its rights under Section 6.2(c)5.3, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Colorado Gaming & Entertainment Co)
Certain Litigation. The Company agrees that it shall ------------------ not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement, or the Shareholder Agreement, Agreement without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company which consent shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Mergerbe unreasonably withheld.
Appears in 1 contract
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, this Agreement, Agreement or the Shareholder Agreement, Stockholder Agreement without the prior written consent of Parent, which consent may not be unreasonably withheld. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Merger Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder of the Company relating to the Offer, the Merger, Merger or this Agreement, or the Shareholder Agreement, Agreement without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company which consent shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.be unreasonably withheld. 6.8
Appears in 1 contract
Samples: Ii 4 Agreement and Plan of Merger (Petes Brewing Co)
Certain Litigation. The Company agrees that it shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any shareholder stockholder of the Company relating to the Offer, the Merger, this Agreement, Agreement or the Shareholder AgreementStockholder Agreements, without the prior written consent of Parent. In addition, except as provided in Section 6.2(c), the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 1 contract
