IPO Litigation Sample Clauses

IPO Litigation. With respect to the litigation against the Company and certain of its directors and officers in the matter pending in the U.S. District Court for the Southern District of New York captioned In re Eloquent, Inc. Initial Public Offering Securities Litigation, Case No. 01-CV-6775; the claims, cross-claims, counterclaims or defenses that have been or are in the future asserted therein or that are related thereto or arise therefrom and the D&O Policies (as defined below) (collectively, the "IPO Litigation"), (a) All written documents provided by the Company or its agents to Acquiror or its Affiliates concerning the IPO Litigation, a list of which is included in Section 3.11 of the Company Letter, are true, correct, complete and, to the Knowledge of the Company, fairly present the status of the matters described in such written documents as of the respective dates of such documents. To the Knowledge of the Company, as of the date of this Agreement, there are no other written documents to which the Company has access containing additional material information regarding the IPO Litigation. (b) The Company has timely paid any and all payments required under the insurance policies identified in Section 3.11(b) of the Company Letter (the "D&O Policies"), each such policy is in full force and effect as of the date of this Agreement and there are no actual or contemplated events, including this Agreement and the transactions contemplated hereby, that will alter, limit, reduce or otherwise affect the coverage provided by those policies. Except for the IPO Litigation, neither the Company nor any director or officer has made any claim under the D&O Policies and to the Knowledge of the Company, no other event has occurred that would reduce the coverage limits available under the D&O Policies. The Company has taken all actions necessary, appropriate or advisable to maintain the applicability of the D&O Policies to the IPO Litigation and to tender under the D&O Policies all potentially insurable claims and costs related to the IPO Litigation. The Company has taken no action, nor has it refrained from action, such that any condition or term of the D&O Policies may have been violated or breached, resulting in any right of denial or reduction in insurance coverage for the IPO Litigation. The Company has taken all necessary actions to report the status of the IPO Litigation under the D&O Policies. (c) To the Knowledge of the Company, there are no facts, events or circumstances t...
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
IPO Litigation. 27 Judgment....................................................................................................27 Laws........................................................................................................10 Litigation..................................................................................................11 Material Adverse Effect on CNT..............................................................................18 Material Adverse Effect on the Company.......................................................................6 Merger.......................................................................................................1
Sample 1Sample 2
IPO Litigation. 15 TABLE OF CONTENTS (continued)
Sample 1Sample 2

Related to IPO Litigation

  • Alternative to Litigation 13.2.1 The Parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, the Parties agree to use the following Dispute Resolution procedures with respect to any controversy or claim arising out of or relating to this Agreement or its breach.

  • No Litigation, Etc No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be pending or threatened before any court or governmental agency in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with any of the Transaction Documents or the consummation of the Transaction.

  • No Litigation No suit, action, arbitration, or legal, administrative, or other proceeding or governmental investigation is pending or, to Contractor’s knowledge, threatened against or affecting Contractor or Contractor’s business, financial condition, or ability to perform this Agreement, except any suit, action, arbitration, proceeding, or investigation that individually or in the aggregate with others will not or would not have a material adverse affect on Contractor’s business, the validity or enforceability of this Agreement, or Contractor’s ability to perform this Agreement.

  • No Litigation Pending There is no action, suit, proceeding or investigation pending or threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement;

  • No Litigation Threatened No action or proceedings shall have been instituted or threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby.

  • Pending Litigation Financial position and prospective long-term profitability of the Single Tenderer, and in the case the Tenderer is a JV, of each member of the JV, shall remain sound according to criteria established with respect to Financial Capability under paragraph I (i) above assuming that all pending litigation will be resolved against the Tenderer. Tenderer shall provide information on pending litigations as per Form CON-2.

  • Investigations; Litigation There is no investigation or review pending (or, to the knowledge of Parent, threatened) by any Governmental Entity with respect to Parent or any of its Subsidiaries which would have, individually or in the aggregate, a Parent Material Adverse Effect, and there are no actions, suits, inquiries, investigations or proceedings pending (or, to Parent’s knowledge, threatened) against or affecting Parent or its Subsidiaries, or any of their respective properties at law or in equity before, and there are no orders, judgments or decrees of, or before, any Governmental Entity, in each case which would have, individually or in the aggregate, a Parent Material Adverse Effect.

  • 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.

  • Transaction Litigation From and after the date of this Agreement until the earlier of the Acquisition Merger Closing or termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any stockholder demands, other stockholder Actions (including derivative claims) or Actions brought by any third-party relating to this Agreement, any related agreements or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of SPAC, any of SPAC or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of SPAC or any of its Subsidiaries), or, in the case of the Company, any of the Company or its Subsidiaries or any of their respective Representatives (in their capacity as a Representative of the Company or any of its Subsidiaries). SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other; provided, however, that in no event shall (x) SPAC or any of its Subsidiaries or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), or (y) the Company or any of its Subsidiaries any or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!