Shareholder Claims. The Company shall notify the Offeror of any claim brought by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated by this Agreement prior to the Effective Time and the Company shall not settle or compromise any such claim without prior written consent of the Offeror which shall not be unreasonably withheld.
Shareholder Claims. The Company shall not settle or compromise any claim brought by any present, former or purported holder of any securities of the Company in connection with the transactions contemplated by this Agreement prior to the Effective Time without the prior written consent of the Offeror which shall not be unreasonably withheld or delayed.
Shareholder Claims. As used herein, a “direct Shareholder claim" shall refer to (i) a claim based upon alleged violations of a Shareholder’s individual rights independent of any harm to the Trust, including a Shareholder’s voting rights under Article 10, rights to receive a dividend payment as may be declared from time to time, rights to inspect books and records, or other similar rights personal to the Shareholder and independent of any harm to the Trust; and (ii) a claim for which a direct shareholder action is expressly provided under the U.S. federal securities laws. Any claim asserted by a Shareholder that is not a direct Shareholder claim, including without limitation any claims purporting to be brought on behalf of the Trust or involving any alleged harm to the Trust, shall be considered a “derivative claim" as used herein.
Shareholder Claims. There are no existing claims against Parent by any current or former shareholder of Parent, and, to Parent’s knowledge, there exist no facts or circumstances reasonably likely to result in any such claims.
Shareholder Claims. The Company shall promptly notify the Purchaser and the Parent of any claim brought by (or threatened to be brought by) any present, former or purported holder of any securities of the Company in connection with any of the Transactions. The Company shall consult with the Purchaser and the Parent prior to settling any such claim and shall not settle or compromise, or agree to settle or compromise, any such claim without the prior written consent of the Parent and the Purchaser, such consent not to be unreasonably withheld or delayed.
Shareholder Claims. Goldbelt shall notify Parent of any claim brought by (or threatened to be brought by) any present, former or purported holder of any securities of Goldbelt in connection with the Contemplated Transactions prior to the Effective Time. Goldbelt shall consult with Parent prior to settling any such claim prior to the Effective Time and shall not settle or compromise, or agree to settle or compromise any such claim prior to the Effective Time without the prior written consent of Parent.
Shareholder Claims. 41 5.8 Consents............................................................. 41 5.9 State Securities Law Compliance...................................... 41 5.10 Notification; Updates to Parent Disclosure Letter.................... 42 5.11 Commercially Reasonable Efforts...................................... 42 5.12
Shareholder Claims. The Company shall notify Xxxxxx of any claim brought by (or threatened to be brought by) any present, former or purported holder of any securities of the Company in connection with the Contemplated Transactions prior to the Effective Time. The Company shall consult with Xxxxxx prior to settling any such claim prior to the Effective Time and shall not settle or compromise, or agree to settle or compromise any such claim prior to the Effective Time without the prior written consent of Xxxxxx.
Shareholder Claims. The Company shall not settle or compromise any claim brought by any present, former or purported holder of any securities of the Company in connection with the Offer or the Merger prior to the Effective Time without the prior written consent of Parent and shall notify Parent promptly upon receipt of all written demands for dissenters' rights.
Shareholder Claims. Arizona Star shall notify Barrick of any claim brought by (or threatened to be brought by) any present, former or purported holder of any securities of Arizona Star in connection with any of the Contemplated Transactions prior to the Effective Time. Arizona Star shall consult with Barrick prior to settling any such claim prior to the Effective Time and shall not settle or compromise, or agree to settle or compromise any such claim prior to the Effective Time without the prior written consent of Barrick.
