Securityholder Litigation. Each party shall notify the other party hereto in writing of any litigation related to this Agreement, the Merger or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of either party, threatened in writing, against it and/or the members of its Board of Directors (any such litigation and/or the executive officers or members of the Board of Directors of a party (a “Transaction Litigation”)), and shall keep the other party reasonably informed with respect to the status thereof. Each party shall give the other party the opportunity to participate in the defense or settlement of any Transaction Litigation, and, except to the extent required by applicable law, neither party shall settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed).
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Level One Bancorp Inc), Agreement and Plan of Merger (First Merchants Corp), Agreement and Plan (First Merchants Corp)
Securityholder Litigation. Each party shall notify the other party hereto in writing of any litigation related to this Agreement, the Merger or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of either party, threatened in writing, against it and/or the members of its Board of Directors (any such litigation and/or the executive officers or members of the Board of Directors of a party (a “Transaction Litigation”)), and shall keep the other party reasonably informed with respect to the status thereof. Each party shall give the other party the opportunity to participate in the defense or settlement of any Transaction Litigation, and, except to the extent required by applicable lawLaw, neither party shall settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Anchor Bancorp Wisconsin Inc), Agreement and Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (Old National Bancorp /In/)
Securityholder Litigation. Each party shall notify the other party parties hereto in writing of any litigation related to this Agreement, the Merger Mergers or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of either such party, threatened in writing, against it and/or the members of its Board of Directors (any such litigation and/or the executive officers or members of the Board of Directors of a party (a “"Transaction Litigation”")), and shall keep the other party parties reasonably informed with respect to the status thereof. Each party shall give the other party parties the opportunity to participate in the defense or settlement of any Transaction Litigation, and, except to the extent required by applicable law, neither no party shall settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of the other party parties (which shall not be unreasonably withheld, conditioned or delayed).. [Signature Page Immediately Follows]
Appears in 3 contracts
Samples: Termination and Release Agreement (German American Bancorp, Inc.), Termination and Release Agreement (Citizens First Corp), Transition Retention Agreement (German American Bancorp, Inc.)
Securityholder Litigation. Each party shall notify the other party parties hereto in writing of any litigation related to this Agreement, the Merger Mergers or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of either such party, threatened in writing, against it and/or the members of its Board of Directors (any such litigation and/or the executive officers or members of the Board of Directors of a party (a “Transaction Litigation”)), and shall keep the other party parties reasonably informed with respect to the status thereof. Each party shall give the other party parties the opportunity to participate in the defense or settlement of any Transaction Litigation, and, except to the extent required by applicable law, neither no party shall settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of the other party parties (which shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (German American Bancorp, Inc.), Transition Employment Agreement (German American Bancorp, Inc.)
Securityholder Litigation. Each party shall notify the other party hereto in writing of any litigation related to this Agreement, the Merger or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of either party, threatened in writing, against 37 it and/or the members of its Board of Directors (any such litigation and/or the executive officers or members of the Board of Directors of a party (a “Transaction Litigation”)), and shall keep the other party reasonably informed with respect to the status thereof. Each party shall give the other party the opportunity to participate in the defense or settlement of any Transaction Litigation, and, except to the extent required by applicable law, neither party shall settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (First Merchants Corp)
Securityholder Litigation. Each party shall notify the other party parties hereto in writing of any litigation related to this Agreement, the Merger Mergers or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of either such party, threatened in writing, against it and/or the members of its Board of Directors (any such litigation and/or the executive officers or members of the Board of Directors of a party (a “Transaction Litigation”)), and shall keep the other party parties reasonably informed with respect to the status thereof. Each party shall give the other party parties the opportunity to participate in the defense or settlement of any Transaction Litigation, and, except to the extent required by applicable law, neither no party shall settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of the other party parties (which shall not be unreasonably withheld, conditioned or delayed).. [Signature Page Immediately Follows]
Appears in 1 contract
Samples: Transition Employment Agreement (River Valley Bancorp)
Securityholder Litigation. Each party shall notify the other party hereto in writing of any litigation related to this Agreement, the Merger or the other transactions contemplated by this Agreement that is brought, or, to the knowledge of either party, threatened in writing, against it and/or the members of its Board of Directors (any such litigation and/or the executive officers or members of the Board of Directors of a party (a “Transaction Litigation”)), and shall keep the other party reasonably informed with respect to the status thereof. Each party shall give the other party the opportunity to participate in the defense or settlement of any Transaction Litigation, and, except to the extent required by applicable law, neither party shall settle, agree to any undertakings or approve or otherwise agree to any waiver that may be sought in connection with such Transaction Litigation, without the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed).. 13.11
Appears in 1 contract
Samples: And Iab Merger Agreement
