Delaware Litigation Sample Clauses

Delaware Litigation. The term “Delaware Litigation” means the matter entitled Samsung Electronics Co., Ltd. et xx x. Xxxxxx Inc., No. 6081113 (Del. Chan. Filed June 23, 2005).
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Delaware Litigation. AMD filed suit against Intel under the caption Advanced Micro Devices, Inc. and AMD International Sales & Services, Ltd. v.
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Delaware Litigation. Parent agrees to use its best efforts cause the claims against the Executive in the Delaware Litigation to be dismissed within 5 business days following the Closing.
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Delaware Litigation. For avoidance of doubt, neither Enzo’s release of Affymetrix nor Affymetrix’s release of Enzo includes the litigation currently pending in the District of Delaware, captioned Enzo Life Sciences v. Affymetrix, Inc., Case No. 12-cv-433-LPS, and any of the claims there asserted, in which Enzo alleges, among other things, that Affymetrix has and continues to infringe on U.S. Patent No. 7,064,197 (the “Delaware Litigation”). The Parties agree that no rulings in the Actions shall have preclusive effect on the Delaware Litigation.
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Delaware Litigation. With respect to the Delaware Litigation, (a) Xxxxx & Nephew agrees to promptly dismiss with prejudice Xxxxx & Nephew’s antitrust counterclaim in the district court, and (b) ArthroCare agrees (i) to promptly dismiss with prejudice ArthroCare’s claims for damages and willful infringement in the district court and (ii) to forego any further review by the U.S. Supreme Court of the Federal Circuit’s decision. To effectuate this provision, Xxxxx & Nephew and ArthroCare or their respective counsel will sign a Consent Judgment and Stipulation of Dismissal with Prejudice in the form attached hereto as Exhibit E-L (“Consent Judgment”) within two (2) court days after the Effective Date of this Agreement. Xxxxx & Nephew and ArthroCare shall, immediately upon execution of such Consent Judgment, provide ArthroCare’s outside counsel with copies of such executed Consent Judgment, and ArthroCare shall instruct its outside counsel to hold such executed copies until the Initial Fee set forth in Section 4.1(a) has been received by ArthroCare. After the Initial Fee has been received by ArthroCare, ArthroCare’s outside counsel shall promptly (and, in no event, no later than three (3) court days after ArthroCare’s receipt of the Initial Fee) file such executed Consent Judgment in the District of Delaware for entry.
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Delaware Litigation. Contemporaneously with the execution and delivery of this Agreement, Whitebox Advisors, LLC and Riva Ridge Master Fund Ltd. and all other applicable Noteholders shall deliver a notice of dismissal in the form attached as Annex B hereto (the “Notice of Dismissal”) in the action captioned Whitebox Advisors, LLC and Riva Ridge Master Fund Ltd. x. Xxxxxx Telecommunications Holdings, Inc., C.A. No. 7871-VCG currently pending in the Court of Chancery of the State of Delaware (the “Delaware Litigation”). The Notice of Dismissal shall be filed as soon as practicable following the consummation of the transactions contemplated hereby, which consummation shall take place contemporaneously with the execution and delivery of this Agreement. The parties hereto agree that this Agreement and the transactions contemplated by it, and any action or inaction to be taken by U.S. Bank National Association acting as Trustee or Collateral Agent in connection with the transactions contemplated hereunder, are not prohibited by the Order of the Court of Chancery of the State of Delaware dated September 28, 2012 (the “Stipulation”), and in the event any court having jurisdiction determines that any action or inaction taken in connection with the transactions contemplated hereunder is not permitted by the Stipulation (or otherwise), U.S. Bank National Association is authorized to take any action or inaction in order to comply with such determination by the applicable court. U.S. Bank National Association, as Trustee and as Collateral Agent, shall be a third party beneficiary of the preceding sentence.
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Delaware Litigation. Concurrently with the execution of this Agreement, or as soon as practicable thereafter, Trop Entertainment, Trop Finance, and Aztar Corporation (collectively, the “Trop Defendants”) shall withdraw the Motion for Preliminary Injunctive and Declaratory Relief filed in the Delaware Action. During the Forbearance Period, the Trop Defendants, Yung, More and the Indenture Trustee shall take all necessary steps to stay and continue, without prejudice, all motions, discovery and other proceedings in the Delaware Action and the Trop Defendants shall not seek to enjoin the acceleration of the Notes. All pending discovery demands served by any party in the Delaware Action shall be deemed adjourned, sine die. The parties shall cooperate in the implementation of such continuance.
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Related to Delaware Litigation

  • Transaction Litigation In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, or conditioned).

  • Stockholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • Shareholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • 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.

  • INDEMNIFICATION, LITIGATION The Company will indemnify the Executive to the fullest extent permitted by the laws of the state of incorporation in effect at that time, or certificate of incorporation and by-laws of the Company whichever affords the greater protection to the Executive. The Executive will be entitled to any insurance proceeds related to any award, or any fees or expenses incurred in connection with any action, suit or proceeding to which he may be made a party by reason of being a director or officer of the Company.

  • Disputes and Litigation There is no suit, action, litigation, ------------------------- proceeding, investigation, claim, complaint, or accusation pending, threatened against or affecting KINA OLE or any of its properties, assets or business or to which KINA OLE is a party, in any court or before any arbitrator of any kind or before or by any governmental agency (including, without limitation, any federal, state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality), and there is no basis for such suit, action, litigation, proceeding, investigation, claim, complaint, or accusation; (b) there is no pending or threatened change in any environmental, zoning or building laws, regulations or ordinances which affect or could affect KINA OLE or any of its properties, assets or businesses; and (c) there is no outstanding order, writ, injunction, decree, judgment or award by any court, arbitrator or governmental body against or affecting KINA OLE or any of its properties, assets or business. There is no litigation, proceeding, investigation, claim, complaint or accusation, formal or informal, or arbitration pending, or any of the aforesaid threatened, or any contingent liability which would give rise to any right of indemnification or similar right on the part of any director or officer of KINA OLE or any such person's heirs, executors or administrators as against KINA OLE.

  • Pending Litigation There are no actions, suits, proceedings or written agreements pending, or, to the Company’s knowledge, threatened or proposed, against the Company or any of its Subsidiaries at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, or other administrative agency, domestic or foreign, that, either separately or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole, or affect issuance or payment of the Subordinated Notes; and neither the Company nor any of its Subsidiaries is a party to or named as subject to the provisions of any order, writ, injunction, or decree of, or any written agreement with, any court, commission, board or agency, domestic or foreign, that either separately or in the aggregate, will have a Material Adverse Effect on the Company and any of its Subsidiaries, taken as a whole.

  • Claims and Litigation No pending or, to the Company's knowledge, threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan other than normal benefit claims filed by participants or beneficiaries.

  • Third Party Litigation The undersigned agrees to be available to the Company and its affiliates on a reasonable basis in connection with any pending or threatened claims, charges or litigation in which the Company or any of its affiliates is now or may become involved, or any other claims or demands made against or upon the Company or any of its affiliates, regardless of whether or not the undersigned is a named defendant in any particular case.

  • Securityholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consent.

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