Disposition of Litigation. (a) The Company agrees that it will not settle any litigation currently pending, or commenced after the date hereof, against the Company or any of its directors by any stockholder of the Company relating to the Offer or this Agreement, without the prior written consent of Parent (which shall not be unreasonably withheld). (b) The Company will not voluntarily cooperate with any third party which has sought or may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and will cooperate with Parent and Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Dillard Department Stores Inc), Merger Agreement (Mercantile Stores Co Inc)
Disposition of Litigation. (a) The Company agrees that it will shall not settle any litigation currently pending, or commenced after the date hereof, against the Company or any of its directors by any stockholder of the Company relating to the Offer or this Agreement, without the prior written consent of Parent (which shall not be unreasonably withheld).
(b) The Company will shall not voluntarily cooperate with any third party which that has sought or may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and will shall cooperate with Parent and Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger, unless the Board of Company, based upon the advice of outside legal counsel, determines that such cooperation is mandatory in order to comply with its fiduciary duties.
Appears in 2 contracts
Samples: Merger Agreement (Steel of West Virginia Inc), Merger Agreement (Swva Acquisition Inc)
Disposition of Litigation. (a) The Company agrees that it will not settle any litigation currently pending, or commenced after the date hereof, against the Company or any of its directors by any stockholder of the Company relating to the Offer or this Agreement, without the prior written consent of Parent (which shall not be unreasonably withheld)Parent.
(b) The Company will not voluntarily cooperate with any third party which has sought or may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and will cooperate with Parent and Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 2 contracts
Samples: Merger Agreement (American Safety Razor Co), Merger Agreement (Rsa Acquisition Corp)
Disposition of Litigation. (a) The Company agrees that it will not settle any litigation currently pending, or commenced after the date hereof, against the Company or any of its directors by any stockholder of the Company relating to the Offer or this Agreement, without the prior written consent of Parent (which shall not be unreasonably withheld)Parent.
(b) The Except as permitted by Section 6.5 of this Agreement, the Company will not voluntarily cooperate with any third party which has sought or may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and will cooperate with Parent and Purchaser to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.
Appears in 2 contracts
Samples: Merger Agreement (Microdyne Corp), Merger Agreement (L 3 Communications Holdings Inc)
