Security Holder Litigation. In the event that any litigation related to this Agreement, the Transactions or the other transactions contemplated by this Agreement is brought against the Company and/or its directors by security holders of the Company, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed on a current basis with respect to the status thereof. The Company shall give Parent the opportunity to participate, subject to a customary joint defense agreement, in, but not control, the defense and settlement of any such litigation against the Company and/or its directors by security holders of the Company and no such settlement shall be agreed to by the Company or any Company Subsidiary without Parent’s prior written consent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Chiquita Brands International Inc), Agreement and Plan of Merger (Cavendish Acquisition Corp), Agreement and Plan of Merger (Chiquita Brands International Inc)
Security Holder Litigation. In the event that any litigation Legal Proceeding related to this Agreement, the Transactions Merger or the other transactions contemplated by this Agreement Transactions is brought against the Company and/or its officers, directors and/or Representatives by security holders of the CompanyCompany (a “Security Holder Litigation”), the Company shall promptly notify Parent of such litigation Legal Proceeding and shall keep Parent reasonably informed on a current basis with respect to the status thereof. The Company shall give Parent the opportunity to participate, subject to a customary joint defense agreement, in, but not control, in the defense and settlement of any such litigation Legal Proceeding against the Company and/or its directors by security holders of the Company Company, and no such settlement thereof shall be agreed to by the Company or any Company Subsidiary without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OHI Healthcare Properties Limited Partnership), Agreement and Plan of Merger (MedEquities Realty Trust, Inc.)
Security Holder Litigation. In the event that any litigation Legal Proceeding related to this Agreement, the Transactions Merger or the other transactions contemplated by this Agreement Transactions is brought against the Company and/or its officers, directors and/or Representatives by security holders of the CompanyCompany (a “Security Holder Litigation”), the Company shall promptly notify Parent of such litigation Legal Proceeding and shall keep Parent reasonably informed on a current basis with respect to the status thereof. The Company shall give Parent the opportunity to participate, subject to a customary joint defense agreement, in, but not control, in the defense and settlement of any such litigation Legal Proceeding against the Company and/or its directors by security holders of the Company Company, and no such settlement thereof shall be agreed to by the Company or any Company Subsidiary without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aviv Reit, Inc.), Agreement and Plan of Merger (Omega Healthcare Investors Inc)
Security Holder Litigation. In the event that any litigation Legal Proceeding related to this Agreement, the Transactions Mergers or the other transactions contemplated by this Agreement Transactions is brought against the Company and/or its officers, directors and/or Representatives by security holders of the CompanyCompany (a “Security Holder Litigation”), the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed on a current basis with respect to the status thereof. The Company shall give Parent the opportunity to participate, subject to a customary joint defense agreement, in, but not control, in the defense and settlement of any such litigation against the Company and/or its directors by security holders of the Company Company, and no such settlement thereof shall be agreed to by the Company or any Company Subsidiary without Parent’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Northstar Realty Finance Corp.), Agreement and Plan of Merger (Griffin-American Healthcare REIT II, Inc.)
Security Holder Litigation. In the event that any litigation related to this Agreement, the Transactions Mergers or the other transactions contemplated by this Agreement is brought against the Company and/or its directors by security holders of the Company, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed on a current basis with respect to the status thereof. The Company shall give Parent the opportunity to participate, subject to a customary joint defense agreement, in, but not control, the defense and settlement of any such litigation against the Company and/or its directors by security holders of the Company and no such settlement shall be agreed to by the Company or any Company Subsidiary without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
Security Holder Litigation. In the event that any litigation related to this Agreement, the Transactions Mergers, the Offer or the other transactions contemplated by this Agreement is brought against the Company and/or its directors by security holders of the Company, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed on a current basis with respect to the status thereof. The Company shall give Parent the opportunity to participate, subject to a customary joint defense agreement, in, but not control, the defense and settlement of any such litigation against the Company and/or its directors by security holders of the Company and no such settlement shall be agreed to by the Company or any Company Subsidiary without Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zulily, Inc.)
Security Holder Litigation. In the event that any litigation related to this Agreement, the Transactions or the other transactions contemplated by this Agreement is brought against the Company and/or its directors by security holders Each of the Company, Parent and the Company shall notify the other party of any Proceeding brought, or threatened, against such party or its directors or officers relating to the Merger or the Transactions promptly notify Parent after becoming aware of such litigation and shall keep Parent reasonably informed on a current basis with respect to the status thereofProceeding. The Company shall give Parent the opportunity right to participate, subject to a customary joint defense agreementat Parent’s expense, in, but not control, in the defense and or settlement of any such litigation Proceeding against the Company and/or its directors (including the reasonable opportunity to review and comment in advance on all filings or written responses to be made by security holders of the Company and no in connection with any such Proceeding). No compromise or full or partial settlement of any such Proceeding shall be agreed to by the Company or any Company Subsidiary without Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Security Holder Litigation. In the event that any litigation related to this Agreement, the Transactions Merger or the other transactions contemplated by this Agreement Transactions is brought against the Company and/or its directors by security holders of the Company, the Company shall promptly notify Parent of such litigation and shall keep Parent reasonably informed on a current basis with respect to the status thereof. The Company shall give Parent the opportunity to participate, subject to a customary joint defense agreement, in, but not control, the defense and and/or settlement of any such litigation against the Company and/or its directors by security holders of the Company and no Company. No settlement with respect to such settlement litigation shall be agreed to by the Company or any Company Subsidiary without Parent’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sentio Healthcare Properties Inc)