Company Litigation. There is no action pending or, to the Company’s Knowledge, threatened, nor any order of any governmental authority is outstanding, against or involving the Company or any of its Subsidiaries or any of their respective officers, directors, stockholders, properties, assets or businesses, whether at law or in equity, before or by any governmental authority, which would reasonably be expected to have a Material Adverse Effect.
Company Litigation. (a) The Company and Parent shall give each other the opportunity to participate in the defense, settlement and/or prosecution of any Transaction Litigation and (b) the Company (i) shall not, and shall cause its Subsidiaries and Representatives not to, compromise, settle, offer or propose to settle, or otherwise take any material action in respect of (A) any Company Litigation, (B) any other material civil litigation, investigation, arbitration, proceeding or claim involving or against the Company or any of its Subsidiaries or (C) any litigation, investigation, arbitration, proceeding or other claim involving or against the Company or any of its Subsidiaries brought by a Governmental Authority or otherwise involving regulatory action or involving criminal charges or allegations or consent or commit to the taking of any of the foregoing actions, unless in each case Parent shall have consented in advance and in writing and (ii) after receipt of the Company Stockholder Approval, shall, if requested by Parent, use its reasonable best efforts to settle any unresolved Company Litigation in accordance with Parent’s direction.
Company Litigation. In the case of the Company only, as of the date hereof, there is no suit, action, investigation or proceeding pending or, to its Knowledge, threatened against or affecting it or any of its Significant Subsidiaries, nor is there any judgment, decree, injunction, rule or order of any Governmental Authority or arbitration outstanding against it or any of its Significant Subsidiaries.
Company Litigation. Until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, the Company shall permit Purchaser to monitor, at its own expense and with separate counsel, the defense or settlement of Company Litigation brought by any Shareholder against the Company or the board of directors of the Company relating to this Agreement or the Merger, and shall not settle any such Company Litigation, without first consulting with Purchaser regarding the nature and terms of such settlement. Unless Purchaser shall have approved in writing the settlement of any Company Litigation, the Company shall not settle any Company Litigation unless the payment by the Company of any cash amount is less than $100,000 and such settlement does not impose any restriction on the business, assets, or operations of the Company following the Closing Date.
Company Litigation. Except as set forth on Part 2.15 of the Company Disclosure Letter, there is no claim, action, suit, proceeding at law or in equity by any Person, or any arbitration or any administrative or other proceeding by or before (or to the knowledge of Company, any investigation, inquiry or subpoena by) any Governmental Entity, pending or, to the knowledge of Company, threatened against Company or any Company Subsidiary with respect to this Agreement or the transactions contemplated hereby, or otherwise against (or, to the knowledge of Company, affecting) Company or any Company Subsidiary or their respective properties or assets. Neither Company nor any Company Subsidiary is subject to any order entered in any lawsuit or proceeding that would have a Material Adverse Effect on Company or would prevent the consummation of the transactions contemplated by this Agreement. There has not been since January 1, 2003, nor are there currently, any internal investigations or inquiries being conducted by Company, Company Subsidiaries, their respective Boards of Directors or other equivalent management bodies or any third party or Governmental Entity or at the request of any of the foregoing concerning any financial, accounting, Tax, conflict of interest, self dealing, fraudulent or deceptive conduct or other misfeasance or malfeasance matters.
Company Litigation. The Company shall notify Parent in writing promptly after learning of any claim, action, suit, arbitration, mediation, proceeding or investigation by or before any court, arbitrator or arbitration panel, board or other Governmental Entity initiated by it or against it, or known by the Company to be threatened against the Company or any of its officers, directors, employees or stockholders in their capacity as such.
Company Litigation. The Company will (i) at such intervals as are reasonably specified by Parent provide Parent with information as to the status of all existing or new litigations in which the Company or any Company subsidiary is a party and (ii) promptly notify Parent of, and consult with Parent as to, any material developments concerning any such litigation.
Company Litigation. There shall be no Action of any kind or nature pending or threatened against Parent or any of its Affiliates, or against the Company or any of its Affiliates, by any Governmental Entity arising out of, or in any way connected with, this Agreement, the Mergers or any other transactions contemplated hereby.
Company Litigation. Parent acknowledges that, notwithstanding anything to the contrary contained in this Agreement, the Company does not make any representation or warranty in Article III as to (i) the rights and obligations of the Company under its contracts with Iridian and its Affiliates, to the extent that such rights and obligations are in dispute pursuant to the Litigation Matters, (ii) the likelihood that the Company will prevail in any of the claims or counter-claims raised as part of the Litigation Matters, or (iii) the actual or potential effect of the pendency or resolution of the Litigation Matters on the assets, properties, condition (financial or otherwise), results of operations or prospects of the Company or, following the Closing, of the Surviving Corporation.
Company Litigation. To the extent that any Company Litigation is not settled pursuant to a Settlement Agreement prior to the Closing Date as provided in Section 7.04, the Company will set aside 50,000 shares of All American Preferred Stock from the Allocated All American Stock (“Litigation Stock”). The Company will hold the Litigation Stock and will use the stock or the proceeds thereof after Closing to settle any claims resulting from the Company Litigation not otherwise settled prior to Closing. In the event the Litigation Stock or the proceeds therefrom are not sufficient to resolve any Company Litigation and All American is required to advance funds to dispose of such litigation, the number of shares of Allocated All American Stock shall be reduced by the following: the amount of such advance divided by the Able Stock Closing Price as of the date such advance is made by All American.
