Defence of Proceedings. Each of Target, Acquireco and Canco shall diligently defend, or shall cause to be diligently defended, any lawsuits or other legal proceedings brought against it or any of its Subsidiaries or their respective directors, officers or shareholders challenging this agreement or the completion of the Transactions. Neither Target, Acquireco nor Canco shall settle or compromise (or permit any of their respective Subsidiaries to compromise or settle) any such claim brought in connection with the Transactions, without the prior written consent of the other (provided that written consent of Acquireco shall only be necessary to the extent settlement of such claim would bind either Acquireco or Canco or in any material respect affect, restrain or interfere with the conduct of the business of Target, Acquireco or any of their Subsidiaries or the consummation of the Transactions).
Defence of Proceedings. Target shall use its reasonable best efforts to vigorously defend, or cause to be defended, any lawsuit or other legal proceeding brought against it or any of its Affiliates challenging this Agreement or the completion of the Arrangement. Target shall not settle or compromise any claim brought in connection with the Arrangement or this Agreement prior to the Effective Date without the prior written consent of Buyer.
Defence of Proceedings. 19 8.3 Notification............................................ 19
Defence of Proceedings. Each party shall defend all lawsuits and other legal, regulatory or other proceedings challenging or affecting this Agreement or the consummation of the transactions contemplated hereby and shall use its best efforts to have lifted or rescinded any injunction or restraining order or other order that may adversely affect the ability of the parties to consummate the transactions contemplated hereby. 8.3
Defence of Proceedings. (a) Each Adenyo Company shall defend, or cause to be defended, any lawsuits or other legal proceedings brought against it or its officers, directors or shareholders challenging this Agreement, the Plan of Arrangement or the completion of the Arrangement.
(b) Buyers and Parent shall cooperate with the Adenyo Companies as reasonably requested in the defense of any lawsuits or other legal proceedings referred to in Section 5.7(a).
(c) None of any Buyer, Parent or any Adenyo Company shall compromise or settle any claim brought in connection with this Agreement, the Plan of Arrangement or the transactions contemplated hereunder or thereunder, without the prior written consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.
(d) If any court having jurisdiction over any of the Parties issues any injunction, decree or similar Order before the Effective Time which would prohibit or materially restrict or hinder the completion of the Arrangement, the Parties shall use their respective commercially reasonable efforts to have such injunction, decree or Order dissolved or otherwise eliminated as promptly as possible prior to the Outside Date.
Defence of Proceedings. (a) Subject to clause 13.2(b), each of Bidder and Cradle must vigorously defend, or must cause to be vigorously defended, any lawsuits or other legal proceeding brought against it (or any of its Subsidiaries) challenging this agreement or the completion of the Transaction. Neither Bidder nor Cradle will settle or compromise (or permit any of its Subsidiaries to settle or compromise) any claim brought in connection with this agreement without the prior written consent of the other, such consent not to be unreasonably withheld.
(b) The obligations in clause 13.2(a) do not apply to Cradle during a Superior Proposal Period. For the avoidance of doubt, if the Superior Proposal that gave rise to the commencement of the Superior Proposal Period is withdrawn, terminated, rejected, expires or is otherwise concluded and this agreement remains on foot, the obligations in clause 13.2(a) will once again apply.
Defence of Proceedings. Each of FPIL and FPAH will vigorously defend any lawsuits or other legal proceedings brought against it or any of its Subsidiaries challenging this Agreement or the completion of the Separation Arrangement or the transactions contemplated by this Agreement. Neither FPIL nor FPAH will settle or compromise (or permit any of its Subsidiaries to settle or compromise) any claim brought in connection with this Agreement, the Separation Arrangement or any transaction contemplated by this Agreement without the prior written consent of the other.
Defence of Proceedings. (a) Each Target Company shall defend, or cause to be defended, any lawsuits or other legal proceedings brought against it or its officers, directors or shareholders challenging this Agreement, the Plan of Arrangement or the completion of the Arrangement.
(b) Acquisition Sub and Parent shall cooperate with the Target Companies as reasonably requested in the defense of any lawsuits or other legal proceedings referred to in Section 5.7(a).
(c) None of Acquisition Sub, Parent or any Target Company shall compromise or settle any claim brought in connection with this Agreement, the Plan of Arrangement or the transactions contemplated hereunder or thereunder, without the prior written consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.
(d) If any court having jurisdiction over any of the Parties issues any injunction, decree or similar Order before the Effective Time which would prohibit or materially restrict or hinder the completion of the Arrangement, the Parties shall use their respective commercially reasonable efforts to have such injunction, decree or Order dissolved or otherwise eliminated as promptly as possible prior to the Outside Date.
Defence of Proceedings. The parties shall vigorously defend (or shall cause to be vigorously defended) any legal proceedings brought against it or any of its Subsidiaries or their respective directors, officers or shareholders challenging this Agreement or the completion of the Offer or any other transaction contemplated under this Agreement. Company shall not settle or compromise (or permit any of its Subsidiaries to compromise or settle) any legal proceedings brought in connection with this Agreement, the Offer or any other transaction contemplated under this Agreement without the prior written consent of Parent, which consent shall not be unreasonably withheld.
Defence of Proceedings. Each of eCobalt and Jervois shall diligently defend, or shall cause to be diligently defended, any lawsuits or other legal proceedings brought against it or any of its Subsidiaries or their respective 38970304_4|NATDOCS directors, officers or shareholders challenging this Agreement or the completion of the Transactions. Neither eCobalt nor Jervois shall settle or compromise (or permit any of their respective Subsidiaries to compromise or settle) any such claim brought in connection with the Transactions, without the prior written consent of the other.
