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 stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, 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: Merger Agreement (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Conopco Acquisition Co Inc), Merger Agreement (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 stockholder shareholder of the Company relating to the Offer, the Merger, this Agreement Agreement, or the Stockholder AgreementsShareholder 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 (Incontrol Inc), Merger Agreement (Guidant Corp), Merger Agreement (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 stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, Stockholders Agreement without the prior written consent of Parent. In addition, 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: Merger Agreement (Dekalb Genetics Corp), Merger Agreement (Monsanto Co), Merger Agreement (Monsanto 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 stockholder shareholder of the Company relating to the Offer, the Merger, Merger or this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, 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: Merger Agreement (Capitol Transamerica Corp), Merger Agreement (Alleghany Corp /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 stockholder shareholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, Asset Purchase Agreement without the prior written consent of Parent. In addition, the Company 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: Merger Agreement (Scotsman Industries Inc), Merger Agreement (Kysor Industrial Corp /Mi/)
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 stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In additionBuyer, 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 2 contracts
Samples: Merger Agreement (Imc Global Inc), Merger Agreement (Harris Chemical North America 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 stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Other Agreements, without the prior written consent of ParentPurchaser. In addition, 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: Tender Agreement (Motorola Inc), Tender Agreement (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 stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement or the Stockholder Agreements, without the prior written consent of ParentParent (not to be unreasonably withheld). In addition, subject to Section 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: Merger Agreement (Octel Communications Corp), Merger Agreement (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 stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement or the Stockholder AgreementsAgreement, without the prior written consent of Parent. In addition, 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: Merger Agreement (Solexa, Inc.), Merger Agreement (Illumina 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 stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, Preferred Stock Purchase Agreement without the prior written consent of Parent. In addition, 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: Merger Agreement (Alexander & Alexander Services Inc), Agreement and Plan of Merger (Aon 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 stockholder shareholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, Stock Option Agreement without the prior written consent of Parent. In addition, subject to its rights under Section 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: Merger Agreement (Wyle Electronics), Merger Agreement (Ebv Electronics 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 stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, Agreement without the prior written consent of Parent, which consent may not be unreasonably withheld. In addition, 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 (Paymentech Inc), Merger Agreement (First Data 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 stockholder shareholder of the Company relating to the Offer, the Merger, this Agreement, the Shareholder Agreement or the Stockholder Noncompetition Agreements, without the prior written consent of Parent. In addition, 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: Merger Agreement (Edmark Corp), Merger Agreement (International Business Machines 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 stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement or the Stockholder AgreementsAgreement, without the prior written consent of Parent. In addition, 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: Merger Agreement (Applied Molecular Evolution Inc), Merger Agreement (Lilly Eli & Co)
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 stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement or the Stockholder AgreementsAgreement, without the prior written consent of the Parent. In addition, 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
Samples: Merger Agreement (U S Pawn 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 stockholder shareholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, Shareholders Agreement without the prior written consent of Parent. In addition, 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 stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, 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
Samples: Merger Agreement (Gidwitz Ronald J)
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 stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, 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
Samples: Merger Agreement (Owens Corning)
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 stockholder of the Company relating to the Offer, the MergerReorganization, this Agreement or the Stockholder Agreements, Agreement without the prior written consent of Parent. In addition, 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 will not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, Merger or this Agreement or the Stockholder AgreementsAgreement, without the prior written consent of Parent. In addition, 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
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 stockholder shareholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, Stock Option Agreement without the prior written consent of Parent. In addition, subject to its rights under Section 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: Merger Agreement (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 stockholder of the Company relating to the Offer, the Merger, this Agreement, the Tender and Voting Agreement or the Stockholder AgreementsStock Option Agreement, without the prior written consent of Parent. In addition, 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
Samples: Merger Agreement (Syntellect Inc)
