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.
Appears in 9 contracts
Samples: Merger Agreement (Graham Holdings Co), Merger Agreement (SmartPros Ltd.), Merger Agreement (Dynamex Inc)
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 consentwritten consent (which consent shall not be unreasonably withheld or delayed).
Appears in 7 contracts
Samples: Merger Agreement (Layne Christensen Co), Merger Agreement (Granite Construction Inc), Merger Agreement (Op Tech Environmental Services Inc)
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 's prior consent.
Appears in 4 contracts
Samples: Merger Agreement (Warburg Pincus Private Equity IX, L.P.), Merger Agreement (Leucadia National Corp), Merger Agreement (Wiltel Communications Group Inc)
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 settlement or any such settlement litigation shall be agreed to without Parent’s prior consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 3 contracts
Samples: Merger Agreement (Vitria Technology Inc), Merger Agreement (Bravo Holdco), Merger Agreement (Blue Martini Software Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in participate, subject to a customary joint defense agreement, in, but not control, the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior consent.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Motorola Mobility Holdings, Inc), Merger Agreement
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 (as applicable) relating to the Transactionstransactions contemplated by this Agreement, provided that the Company shall in any event control such defense and/or settlement and no such settlement shall not be agreed required to without Parent’s prior consentprovide information if doing so would be reasonably expected to threaten the loss of any attorney-client privilege or other applicable legal privilege.
Appears in 3 contracts
Samples: Merger Agreement (Kinder Morgan, Inc.), Merger Agreement (Kinder Morgan Management LLC), Merger Agreement (Kinder Morgan, Inc.)
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, which consent shall not be unreasonably withheld or delayed.
Appears in 3 contracts
Samples: Merger Agreement (Autoinfo Inc), Tender Offer and Merger Agreement (National Patent Development Corp), Tender Offer and Merger Agreement (Five Star Products Inc)
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 this Agreement, the TransactionsMerger or the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior consent, which consent will not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Merger Agreement (Comdata Network, Inc. Of California), Merger Agreement (Ceridian Corp /De/)
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 consentconsent (not to be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Hilb Rogal & Hobbs Co), Merger Agreement (Willis Group Holdings LTD)
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 's prior consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Invision Technologies Inc), Merger Agreement (Ionics Inc)
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 Transactionstransactions contemplated hereby, provided that the Company shall in any event control such defense and/or settlement (subject to Section 5.2(a)(xiii)) and no such settlement shall not be agreed required to without Parent’s prior consentprovide information if doing so would be reasonably expected to threaten the loss of any attorney-client privilege or other applicable legal privilege.
Appears in 2 contracts
Samples: Merger Agreement (Copano Energy, L.L.C.), Merger Agreement (Kinder Morgan Energy Partners L P)
Securityholder Litigation. The Company and Manager shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and the Manager and/or its their directors (as applicable) relating to the Transactions, transactions contemplated by this Agreement; provided that the Company and no the Manager shall in any event control such defense and/or settlement and shall not be agreed required to without Parent’s prior consentprovide information if doing so would be reasonably expected to violate the confidentiality obligations of such party or threaten the loss of any attorney-client privilege or other applicable legal privilege.
Appears in 2 contracts
Samples: Merger Agreement (Oneok Inc /New/), Merger Agreement (EnLink Midstream, LLC)
Securityholder Litigation. The Company and the Parent shall give Parent the opportunity to participate reasonably cooperate in connection with the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions or the Share Exchange Transactions, and no shall not settle or offer to settle any such settlement shall be agreed to litigation without Parent’s prior consent.
Appears in 2 contracts
Samples: Merger Agreement (GLG Partners, Inc.), Merger Agreement (Sage Summit LP)
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 Transactionstransactions contemplated in this Agreement, and no such settlement shall be agreed to without Parent’s prior consent.
Appears in 2 contracts
Samples: Merger Agreement (Ats Medical Inc), Merger Agreement (Restore Medical, Inc.)
Securityholder Litigation. The Company and Parent shall give Parent the opportunity to jointly participate in the defense or settlement of any securityholder litigation against the Company and/or or its directors relating to the Transactions, and no such Transactions in accordance with the terms of a mutually agreed upon joint defense agreement. The Company may not enter into any settlement shall be agreed agreement in respect of any securityholder litigation against the Company or its directors relating to the Transactions without Parent’s prior consentwritten consent (such consent not to be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Verizon Communications Inc), Merger Agreement (Terremark Worldwide Inc.)
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 consentwritten consent (which consent shall not be unreasonably withheld, delayed or conditioned).
Appears in 2 contracts
Samples: Merger Agreement (TTM Technologies Inc), Merger Agreement (Viasystems Group Inc)
Securityholder Litigation. The Company shall control and shall give Parent Parent, at its sole cost and expense, the opportunity to participate in in, the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated in this Agreement, and no such settlement shall be agreed to without Parent’s prior consentconsent (such consent not to be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Mellanox Technologies, Ltd.), Merger Agreement (Voltaire Ltd.)
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 TransactionsMerger, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Merger Agreement (Allegheny Technologies Inc), Merger Agreement (Ladish Co Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in (but not control) the defense or settlement of any securityholder litigation against the Company and/or or its directors relating to the Transactions, subject to a customary joint defense agreement, and no such settlement shall be agreed to without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
Appears in 2 contracts
Samples: Merger Agreement (Covance Inc), Merger Agreement (Laboratory Corp of America Holdings)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in participate, subject to a customary joint defense agreement, in, but not control, the defense or settlement of any securityholder litigation against the Company and/or or its directors relating to the Merger Transactions, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Merger Agreement (Alon USA Energy, Inc.), Merger Agreement (Delek US Holdings, Inc.)
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 Company, its directors and/or officers relating to the Transactionstransactions contemplated by this Agreement, provided, however, that (i) the Company shall in any event control such defense and/or settlement and shall not be required to provide information if doing so would be reasonably expected to threaten the loss of any attorney-client privilege or other applicable legal privilege and (ii) no such settlement shall be agreed to without Parent’s prior consentconsent (not to be unreasonably withheld, delayed or conditioned).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transocean Partners LLC), Merger Agreement (Transocean Ltd.)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against or involving the Company and/or its directors and officers relating to this Agreement or the Transactions, and no such settlement shall be agreed to without Parent’s prior consentconsent (which shall not be unreasonably withheld).
Appears in 1 contract
Samples: Merger Agreement (Newport Corp)
Securityholder Litigation. The Company shall give Parent the opportunity right to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and . In no event shall the Company enter into or agree to any settlement with respect to such settlement shall be agreed to securityholder litigation without Parent’s prior written consent.
Appears in 1 contract
Samples: Merger Agreement (Genoptix Inc)
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 consentconsent (such consent not to be unreasonable withheld, conditioned or delayed).
Appears in 1 contract
Samples: Merger Agreement (Zale Corp)
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 settlement or any such settlement litigation shall be agreed to without Parent’s 's prior consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 1 contract
Samples: Merger Agreement (Broadvision Inc)
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 settlement of any such settlement litigation shall be agreed to without Parent’s prior consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 1 contract
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 Transactionstransactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior consent, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in (but not control) 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 consentwritten consent (which consent will not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
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 settlement of any such settlement litigation shall be agreed to without Parent’s 's prior consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 1 contract
Samples: Merger Agreement (Aerogen Inc)
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 Transactionstransactions contemplated in this Agreement (“Securityholder Litigation”), and no such settlement shall be agreed to without Parent’s prior consent.
Appears in 1 contract
Samples: Merger Agreement (Osteotech Inc)
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 Transactions0the Merger, and no such settlement shall be agreed to without Parent’s 's prior consent, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
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 Transactionstransactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior consentwritten consent if the aggregate of all such settlements is in excess of $5,000,000 exclusive of insurance proceeds or would materially impair the ability of the Company to consummate any of the transactions contemplated hereunder.
Appears in 1 contract
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 consentconsent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that subject to the foregoing, the parties hereto acknowledge and agree that the Company shall control the defense of any such litigation.
Appears in 1 contract
Samples: Merger Agreement (Verenium Corp)
Securityholder Litigation. The Company shall give Parent the opportunity to participate participate, prior to the Effective Time, 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 before the Effective Time without Parent’s 's prior consent, which consent shall not be unreasonably withheld.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in (but not control) the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, subject to a customary joint defense agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity right to participate in (but not control) the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and the right to consult on the settlement with respect to such litigation, and the Company shall in good faith take Parent’s views into account, but no such settlement shall be agreed to without Parent’s prior written consent. The Company shall promptly notify Parent of any such litigation.
Appears in 1 contract
Samples: Merger Agreement (Sequenom Inc)
Securityholder Litigation. The Company and Parent shall give Parent the opportunity to participate reasonably cooperate in connection with the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the TransactionsMerger, and no shall not settle or offer to settle any such settlement shall be agreed to litigation without Parent’s prior consent.
Appears in 1 contract
Samples: Merger Agreement (BMP Sunstone CORP)
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 's prior consentconsent (which shall not be unreasonably withheld or delayed).
Appears in 1 contract
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 consentwritten consent (which consent shall not be unreasonably withheld, conditioned, or delayed).
Appears in 1 contract
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, other than any litigation related solely to the Spin-Off, and no such settlement shall be agreed to without Parent’s prior consent.
Appears in 1 contract
Samples: Merger Agreement (Digimarc Corp)
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 or its directors relating to the Transactions, and no such Transactions in accordance with the terms of a mutually agreed upon joint defense agreement. The Company may not enter into any settlement shall be agreed agreement in respect of any securityholder litigation against the Company or its directors relating to the Transactions without Parent’s 's prior consentwritten consent (such consent not to be unreasonably withheld or delayed).
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in (but not control) the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, subject to a customary joint defense agreement, and no such settlement shall be agreed to without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Samples: Merger Agreement (Liposcience Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated hereby, and no such settlement relating to the Company shall be agreed to without Parent’s 's prior consentwritten consent which, prior to the Effective Time, shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Samples: Merger Agreement (Mc Shipping Inc)
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 written consent, which shall not be unreasonably withheld or delayed.
Appears in 1 contract
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 to, or brought in connection with, the Merger or the other Transactions, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 1 contract
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, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity (at Parent’s sole cost and expense) 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, which shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
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, which shall not be unreasonably withheld.
Appears in 1 contract
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, other than any litigation related solely to the Spin-Off, and no such settlement shall be agreed to without Parent’s 's prior consent.
Appears in 1 contract