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.
Appears in 13 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Cardinal Health Inc), Merger Agreement (Cardinal Health Inc)
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 consentconsent (such consent not to be unreasonably withheld or delayed).
Appears in 7 contracts
Samples: Merger Agreement (First Interstate Bancsystem Inc), Merger Agreement (Cascade Bancorp), Merger Agreement (Premium Standard Farms, Inc.)
Stockholder Litigation. The Company shall promptly notify Parent in writing of, and shall give Parent the opportunity to participate in the defense and settlement, of any stockholder claim or litigation (including any class action or derivative litigation) against or otherwise involving the Company and/or any of its directors or officers relating to this Agreement, the Merger or any of the other Transactions. No compromise or full or partial settlement of any stockholder such claim or litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to by the Company without Parent’s prior written consentconsent (such consent not to be unreasonably withheld or conditioned).
Appears in 6 contracts
Samples: Merger Agreement (Aml Communications Inc), Merger Agreement (Aml Communications Inc), Merger Agreement (Aml Communications Inc)
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 or officers relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 6 contracts
Samples: Merger Agreement (North American Galvanizing & Coatings Inc), Merger Agreement (Azz Inc), Merger Agreement (Johnson & Johnson)
Stockholder Litigation. The Company shall promptly notify Parent and give Parent the opportunity to participate in the defense or settlement of any Action brought by any stockholder litigation of the Company against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no settlement of any such settlement Action shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld or delayed.
Appears in 6 contracts
Samples: Merger Agreement (Kbw, Inc.), Agreement and Plan of Merger (Hudson Holding Corp), Merger Agreement (Hudson Holding Corp)
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 or the Stockholder Agreement, and no such settlement shall be agreed to without Parent’s 's prior written consent.
Appears in 5 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Animas Corp), Merger Agreement (3 Dimensional Pharmaceuticals Inc)
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 or its officers or directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 5 contracts
Samples: Merger Agreement (Gateway Inc), Merger Agreement (Acer Inc), Merger Agreement (Crane Co /De/)
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 Merger and the other transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s the prior written consentconsent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Conexant Systems Inc), Merger Agreement (Standard Microsystems Corp), Merger Agreement (Dress Barn Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate at Parent’s expense in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to any Transaction and the transactions contemplated by this Agreement, and no Company shall not agree to any such settlement shall be agreed to without Parent’s prior written consent.
Appears in 4 contracts
Samples: Merger Agreement (Ruby Merger Corp.), Merger Agreement (Ruby Merger Corp.), Merger Agreement (Ruby Merger Corp.)
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 and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's consent, which consent shall not be unreasonably withheld.
Appears in 4 contracts
Samples: Merger Agreement (Maytag Corp), Merger Agreement (Whirlpool Corp /De/), Merger Agreement (Whirlpool Corp /De/)
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 Transactions contemplated by this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date hereof against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, and no such settlement shall be agreed to the Offer, the Merger, any other Transaction contemplated hereby or otherwise, without Parent’s the prior written consentconsent of Parent.
Appears in 4 contracts
Samples: Merger Agreement (Amazon Com Inc), Merger Agreement (Audible Inc), Merger Agreement (GCP Sunshine Acquisition, Inc. A Delaware Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation (including any class action or derivative litigation) against the Company and/or any of its directors or officers relating to the transactions contemplated by this Agreement, the Offer, the Merger or any of the other Contemplated Transactions or the Stockholder Agreements, and no compromise or full or partial settlement of any such settlement litigation shall be agreed to by the Company without Parent’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 4 contracts
Samples: Merger Agreement (Diedrich Coffee Inc), Merger Agreement (Diedrich Coffee Inc), Merger Agreement (Peets Coffee & Tea Inc)
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 or the Stockholder Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 3 contracts
Samples: Merger Agreement (Closure Medical Corp), Merger Agreement (Animas Corp), Merger Agreement (Closure Medical Corp)
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 consentconsent (which consent shall not be unreasonably withheld, delayed or conditioned).
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (General Electric Co), Merger Agreement (Clarient, Inc)
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 consentconsent (which may be given or withheld in Parent’s sole discretion).
Appears in 3 contracts
Samples: Merger Agreement (Flir Systems Inc), Merger Agreement (Flir Systems Inc), Merger Agreement (Icx Technologies Inc)
Stockholder Litigation. The Company shall give Parent Parent, at its own cost and expense, the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreement; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's consent, which consent shall not be unreasonably withheld.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sherrill Stephen), Merger Agreement (Egan Charles), Merger Agreement (Cort Business Services Corp)
Stockholder Litigation. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or or its officers or directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 3 contracts
Samples: Merger Agreement (Main Street Restaurant Group, Inc.), Merger Agreement (Main Street Restaurant Group, Inc.), Merger Agreement (Main Street Acquisition CORP)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company or its Subsidiaries and/or its their respective directors or officers relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 3 contracts
Samples: Merger Agreement (Greenfield Online Inc), Merger Agreement (Greenfield Online Inc), Merger Agreement (Microsoft Corp)
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 and its directors relating to any of the transactions contemplated by this AgreementTransactions; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, not to be unreasonably withheld or delayed.
Appears in 3 contracts
Samples: Merger Agreement (BAE Systems, Inc.), Merger Agreement (MTC Technologies Inc), Merger Agreement (Bae Systems PLC)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any stockholder litigation against the Company and/or its officers or directors relating to the Mergers or any of the other transactions contemplated by this Agreement, and no such . The Company shall not enter into any settlement shall be agreed agreement in respect of any stockholder litigation against the Company and/or its directors or officers relating to the First Company Merger or any of the other transactions contemplated hereby without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 3 contracts
Samples: Merger Agreement (Patterson Uti Energy Inc), Merger Agreement (Patterson Uti Energy Inc), Merger Agreement (Pioneer Energy Services Corp)
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 any of its directors relating to the transactions contemplated by this Agreement, the Transaction Documents or the Merger; and no such settlement shall be agreed to without Parent’s prior written 's consent, which consent will not be unreasonably withheld.
Appears in 3 contracts
Samples: Merger Agreement (Ivillage Inc), Merger Agreement (Promotions Com Inc), Merger Agreement (Ivillage Inc)
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 or the Voting Agreement, and no such settlement in respect of any such litigation shall be agreed to without Parent’s 's prior written consent.
Appears in 3 contracts
Samples: Merger Agreement (Olin Corp), Merger Agreement (Citigroup Inc), Merger Agreement (Chase Industries Inc)
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 and its directors relating to the transactions contemplated by this AgreementMerger or any other Transaction; provided, and however, that no settlement of any such settlement obligation shall be agreed to without Parent’s prior written consent.
Appears in 3 contracts
Samples: Merger Agreement (Jorgensen Earle M Co /De/), Merger Agreement (Reliance Steel & Aluminum Co), Merger Agreement (Reliance Steel & Aluminum Co)
Stockholder Litigation. The Company shall give the Parent the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreement, Agreement or the Merger; and no such settlement shall be agreed to without the Parent’s prior written 's consent, which consent will not be unreasonably withheld.
Appears in 3 contracts
Samples: Merger Agreement (Ivillage Inc), Merger Agreement (Women Com Networks Inc), Merger Agreement (Hearst Communications Inc)
Stockholder Litigation. The Company shall give Parent and its counsel the opportunity to participate in the defense or settlement of any stockholder stockholders litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, Agreement and no settlement of any such settlement litigation shall be agreed to without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
Appears in 3 contracts
Samples: Merger Agreement (Intellon Corp), Merger Agreement (Atheros Communications Inc), Merger Agreement (Logicvision Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate at its own expense in the defense or settlement of any stockholder litigation against the Company and/or its directors or Affiliates relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentconsent (which shall not be unreasonably withheld, conditioned or delayed).
Appears in 3 contracts
Samples: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.), Merger Agreement (SP Bancorp, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation that currently exists or arises after the date of this Agreement against the Company and/or or its directors or officers relating to any of the transactions contemplated by this Agreementhereby, and no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld or delayed.
Appears in 3 contracts
Samples: Merger Agreement (Oracle Corp /De/), Merger Agreement (Peoplesoft Inc), Merger Agreement (Oracle Corp /De/)
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. The Company agrees that it shall not settle or offer to settle any litigation commenced on or after the date hereof against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, and no such settlement shall be agreed to the Merger, any other transaction contemplated hereby or otherwise, without Parent’s the prior written consentconsent of Parent.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (Mci Inc), Agreement and Plan of Merger (Verizon Communications Inc)
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 and its directors relating to the transactions contemplated by this Agreementthe Transaction Agreements; provided, and however, that no such settlement shall involving a remedy other than money damages that will be agreed to without Parent’s prior written consent.an Assumed
Appears in 3 contracts
Samples: Merger Agreement (Westinghouse Electric Corp), Merger Agreement (Westinghouse Electric Corp), Merger Agreement (Gaylord Entertainment Co)
Stockholder 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 stockholder litigation against the Company and/or or its directors or officers relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consentconsent (not to be unreasonably withheld, delayed or conditioned).
Appears in 3 contracts
Samples: Merger Agreement (Energizer Holdings Inc), Merger Agreement (Playtex Products Inc), Merger Agreement (Energizer Holdings Inc)
Stockholder Litigation. The Company shall give Parent the reasonable opportunity to participate participate, subject to a customary joint defense agreement, 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 the prior written consentconsent of Parent (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 3 contracts
Samples: Merger Agreement (Bally Technologies, Inc.), Merger Agreement (Scientific Games Corp), Merger Agreement (WMS Industries Inc /De/)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any stockholder litigation against the Company and/or or its directors relating to any of the transactions contemplated by this Agreement, Agreement and no shall not enter into any such settlement shall be agreed to without Parent’s prior written 's consent, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (Amdahl Corp), Merger Agreement (Fujitsu LTD/Jp/)
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 or executive officers relating to the transactions contemplated Transactions, whether commenced prior to or after the execution and delivery of this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date of this Agreement against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, and no such settlement shall be agreed to the Offer, the Merger, any other Transaction or otherwise, without Parent’s the prior written consentconsent of Parent.
Appears in 2 contracts
Samples: Merger Agreement (Galaxy Dream Corp), Merger Agreement (Rc2 Corp)
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 and its directors relating to any of the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consenthereby.
Appears in 2 contracts
Samples: Merger Agreement (United Defense Industries Inc), Merger Agreement (United Defense Industries Inc)
Stockholder Litigation. The Company Parent shall give Parent the Company the opportunity to participate in the defense or settlement of any stockholder litigation against the Company Parent and/or its directors or officers relating to the transactions contemplated by this Agreement. Parent agrees that it shall not settle or offer to settle any litigation against Parent or any of its directors or officers by any stockholder of Parent relating to this Agreement, and no such settlement shall be agreed to the Merger, any other transaction contemplated by this Agreement or otherwise, without Parent’s the prior written consentconsent of the Company (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Ubiquity Broadcasting Corp), Merger Agreement (Rimrock Gold Corp.)
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 and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, such consent not to be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Merger Agreement (Noven Pharmaceuticals Inc), Merger Agreement (Hisamitsu U.S., Inc.)
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 the prior written consentconsent of Parent, which shall not be unreasonably withheld or delayed in the event that the settlement would not be material.
Appears in 2 contracts
Samples: Merger Agreement (Citizens Communications Co), Merger Agreement (Commonwealth Telephone Enterprises Inc /New/)
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 and, subject to the proviso in Section 7.1(v), no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Merger Agreement (Cpi International, Inc.), Merger Agreement (Comtech Telecommunications Corp /De/)
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 AgreementTransactions. The Company shall not settle any such action without the prior consent of Parent (which shall not be unreasonably withheld, and no delayed or conditioned) unless such settlement shall be agreed does not provide for monetary damages, the terms of such settlement are not in any way detrimental to without Parent’s prior written consentParent or the Surviving Company and such settlement does not contain any admission detrimental to Parent or the Surviving Company.
Appears in 2 contracts
Samples: Merger Agreement (Hercules Inc), Merger Agreement (Ashland Inc.)
Stockholder Litigation. The Company shall give Parent the reasonable 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, including the Merger, and no such settlement shall be agreed to without Parent’s the prior written consentconsent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). The Company shall promptly notify Parent of any such litigation and shall keep Parent reasonably and promptly informed with respect to the status thereof.
Appears in 2 contracts
Samples: Merger Agreement (Expedia, Inc.), Merger Agreement (Orbitz Worldwide, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation (including any class action or derivative litigation) against the Company and/or any of its directors or officers relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Voting Agreement, and no compromise or full or partial settlement of any such settlement litigation shall be agreed to by the Company without Parent’s prior written consent. Any such participation by Parent shall be at Parent’s sole cost and expense.
Appears in 2 contracts
Samples: Merger Agreement (Foundry Networks Inc), Merger Agreement (Foundry Networks Inc)
Stockholder Litigation. The Each of Parent and the Company shall give Parent cooperate with the opportunity to participate other 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 but no such settlement shall be agreed to without Parent’s the prior written consentconsent of Parent and the Company, which consent shall not be withheld unreasonably.
Appears in 2 contracts
Samples: Merger Agreement (Pharmion Corp), Merger Agreement (Celgene Corp /De/)
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 and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's -------- ------- consent, which shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atlantic Richfield Co /De), Merger Agreement (Union Texas Petroleum Holdings Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementAgreement or the Merger; provided, and however, for so long as this Agreement has not been terminated, no such settlement shall be agreed to without Parent’s prior written consent's consent which consent will not be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (Harland John H Co), Merger Agreement (Cfi Proservices Inc)
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, such consent not to be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Merger Agreement (Ingersoll Rand Co LTD), Merger Agreement (Trane Inc.)
Stockholder Litigation. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors and officers relating to the transactions contemplated by this AgreementTransactions, including the Merger, and no such settlement shall be agreed to without Parent’s the prior written consentconsent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall promptly notify Parent of any such litigation and shall keep Parent reasonably and promptly informed with respect to the status thereof.
Appears in 2 contracts
Samples: Merger Agreement (Waste Management Inc), Agreement and Plan of Merger (Stericycle Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation brought by stockholders of the Company against the Company and/or its directors relating to the transactions contemplated by this AgreementTransactions and the Company shall not compromise, and no such settlement shall be agreed settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any litigation arising or resulting from the Transactions or consent to the same without Parent’s the prior written consentconsent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Kensey Nash Corp), Merger Agreement (Martek Biosciences Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any stockholder litigation against the Company and/or its officers or directors relating to the Merger or any of the other transactions contemplated by this Agreement, and no such . The Company shall not enter into any settlement shall be agreed agreement in respect of any stockholder litigation against the Company and/or its directors or officers relating to the Merger or any of the other transactions contemplated hereby without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Aruba Networks, Inc.), Merger Agreement (Hewlett Packard Co)
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 and its directors relating to any Transaction; provided, however, that the transactions contemplated by this Agreement, and no Company shall not enter into any such settlement shall be agreed to without Parent’s prior written 's consent, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (National Vision Inc), Merger Agreement (Forrester Research Inc)
Stockholder Litigation. The Company shall promptly notify Parent and give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Action brought by any Stockholder against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no settlement of any such settlement Action shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Merger Agreement (Ixia), Merger Agreement (Tekelec)
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 or officers relating to the transactions contemplated Transactions. The Company agrees that it shall not settle or offer to settle any litigation against the Company or any of its directors or officers by any stockholder of the Company relating to this Agreement, and no such settlement shall be agreed to the Merger, any other Transaction or the Offer, without Parent’s the prior written consentconsent of Parent, such consent not to be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (International Paper Co /New/), Merger Agreement (Temple Inland Inc)
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 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, which consent shall not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Merger Agreement (Unilever N V), Merger Agreement (Alberto-Culver CO)
Stockholder Litigation. The Company shall give Parent the opportunity opportunity, at Parent’s expense, to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (Absolut Spirits CO INC), Merger Agreement (Cruzan International, Inc.)
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 or its directors relating to arising after the transactions contemplated by date of this AgreementAgreement as a result of the Transactions, and no such settlement shall be agreed to occur without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed. It is understood and agreed that this Section 6.12 shall not give Parent the right to direct any such defense.
Appears in 2 contracts
Samples: Merger Agreement (Arbitron Inc), Agreement and Plan of Merger (Nielsen Holdings N.V.)
Stockholder Litigation. The Company shall give the Parent the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementAgreement or the Merger; provided, and however, that no such settlement shall be agreed to without the Parent’s prior written 's consent, which consent will not be unreasonably withheld; and, provided, further, that to the extent Parent seeks Company's cooperation in the defense or settlement of such Litigation, Parent shall enter into an appropriate joint defense agreement with the Company.
Appears in 2 contracts
Samples: Merger Agreement (United Parcel Service Inc), Merger Agreement (Fritz Companies Inc)
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 and its directors relating to the transactions contemplated by this Agreementany Transaction, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Merger Agreement (Exar Corp), Merger Agreement (Hi/Fn Inc)
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 and its directors relating to the transactions contemplated by this AgreementMerger or any other Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Merger Agreement (Coast Hotels & Casinos Inc), Stockholders Agreement (Coast Hotels & Casinos Inc)
Stockholder Litigation. The Company Parent shall give Parent the Company the opportunity to participate in participated in, and if the Company so elects, Parent and the Company shall reasonably cooperate with respect to, the defense or settlement of any stockholder litigation against the Company Parent and/or its directors or executive officers relating to the transactions Merger, this Agreement or any transaction contemplated by this Agreement, whether commenced prior to or after the execution and no delivery of this Agreement, and shall not settle or offer to settle any such settlement shall be agreed to litigation without Parent’s the prior written consentconsent of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Synageva Biopharma Corp.), Merger Agreement (Trimeris Inc)
Stockholder 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 stockholder litigation against the Company and/or or its directors or officers relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Merger Agreement (Bj Services Co), Merger Agreement (Baker Hughes Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate participate, at Parent’s cost and expense, in the defense or settlement of any stockholder litigation that currently exists or arises after the date of this Agreement against the Company and/or or its directors relating to the transactions contemplated by this Agreementor officers, and no such settlement shall be agreed to without Parent’s prior written consentconsent (which shall not be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Hypercom Corp), Merger Agreement (Verifone Systems, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any stockholder litigation against the Company and/or its directors relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s 's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Merger Agreement (EGL Holding CO), Merger Agreement (Select Medical Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in in, but not control, the defense or settlement of any stockholder litigation against the Company and/or or its directors or officers relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consentconsent (not to be unreasonably withheld).
Appears in 2 contracts
Samples: Merger Agreement (Baker Hughes Inc), Merger Agreement (Halliburton Co)
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 's prior written consent.
Appears in 2 contracts
Samples: Merger Agreement (Overseas Shipholding Group Inc), Merger Agreement (Maritrans Inc /De/)
Stockholder Litigation. The Company Parent shall give Parent the Company the opportunity to participate in the in, subject to a customary joint defense or settlement of agreement, any stockholder litigation against the Company and/or Parent, its managers, directors or officers relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no settlement of any such settlement litigation shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Camden Learning CORP), Merger Agreement (Camden Learning CORP)
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 AgreementMerger or any of the other Transactions, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Merger Agreement (Iomai Corp), Merger Agreement (SGX Pharmaceuticals, Inc.)
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 officers or directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentTransactions.
Appears in 2 contracts
Samples: Merger Agreement (Gentiva Health Services Inc), Merger Agreement (Odyssey Healthcare Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the in, subject to a customary joint defense or settlement agreement, of any stockholder litigation against the Company and/or or its directors or officers relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no settlement of any such settlement litigation shall be agreed to without Parent’s prior written 's consent.
Appears in 2 contracts
Samples: Merger Agreement (Amcomp Inc /Fl), Merger Agreement (Employers Holdings, Inc.)
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 or its directors relating to arising after the date of this Agreement as a result of the transactions contemplated by this Agreement, and with respect to any settlement in connection therewith settled solely for monetary damages not entirely paid for with proceeds of insurance, no such settlement shall be agreed to occur without Parent’s prior written consent, not to be unreasonably withheld. It is understood and agreed that this Section 6.14 shall not give Parent the right to direct any such defense.
Appears in 2 contracts
Samples: Merger Agreement (Stanley, Inc.), Merger Agreement (Cgi Group Inc)
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 and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Merger Agreement (Metaldyne Corp), Agreement and Plan of Merger (Masco Corp /De/)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any stockholder litigation against the Company and/or its officers or directors relating to any of the transactions contemplated by this AgreementContemplated Transactions, and no such settlement shall be agreed to without Parent’s prior written consentconsent in accordance with clause “(xvii)” of Section 5.2.
Appears in 2 contracts
Samples: Merger Agreement (Riverbed Technology, Inc.), Merger Agreement (Opnet Technologies Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation brought by stockholders of the Company against the Company and/or its directors relating to the transactions contemplated by this AgreementTransactions, and no such settlement the Company shall be agreed not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any litigation arising or resulting from the Transactions or consent to the same without Parent’s the prior written consentconsent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 2 contracts
Samples: Merger Agreement (Ceradyne Inc), Merger Agreement (Titanium Metals Corp)
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 's prior written consent, such consent not to be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Merger Agreement (Johnson & Johnson), Merger Agreement (Moore Medical Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in in, but not control, the defense or settlement of any stockholder litigation against the Company and/or any of its directors or officers relating to this Agreement, the Merger or any of the transactions contemplated by this Agreementhereby, and no such settlement of any stockholder litigation shall be agreed to without Parent’s prior written consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Conmed Healthcare Management, Inc.), Merger Agreement (Conmed Healthcare Management, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors relating to the Merger or the other transactions contemplated by this Agreement; provided, and however, that no such settlement shall be agreed to without Parent’s 's prior written consent, which consent will not be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (Caremark Rx Inc), Merger Agreement (Advancepcs)
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, the Offer, the Merger or the other Transactions, and no such settlement shall be agreed to without Parent’s prior written consent, which prior to the Acceptance Time shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Merger Agreement (Collagenex Pharmaceuticals Inc), Merger Agreement (Galderma Laboratories, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in in, but not control, the defense or settlement of any stockholder litigation against the Company and/or any of its directors or officers relating to this Agreement, the Merger or any of the transactions contemplated by this Agreementhereby, and no such settlement of any stockholder litigation shall be agreed to without Parent’s prior written consentconsent (which shall not be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Altria Group, Inc.), Agreement and Plan of Merger (Ust Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation (including any class action or derivative litigation) against the Company and/or any of its directors or officers relating to the transactions contemplated by this Agreement, the Merger or any of the other Contemplated Transactions, and no compromise or full or partial settlement of any such settlement litigation shall be agreed to by the Company without Parent’s prior written consent. Any such participation by Parent shall be at Parent’s sole cost and expense.
Appears in 2 contracts
Samples: Merger Agreement (Peplin Inc), Merger Agreement (LEO Pharma a/S)
Stockholder Litigation. The Company shall give Parent the reasonable 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 's prior written consent, which consent shall not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Merger Agreement (Jones Apparel Group Inc), Merger Agreement (Nine West Group Inc /De)
Stockholder Litigation. The Company shall give Parent the reasonable 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 's written consent, which shall not be unreasonably withheld or delayed. The assertion or filing of any such litigation shall not be a breach of Section 3.11 or Section 3.12.
Appears in 2 contracts
Samples: Merger Agreement (International Home Foods Inc), Merger Agreement (Conagra Inc /De/)
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 Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Merger Agreement (Hallwood Trust /Tx/), Merger Agreement (Hallwood Group Inc)
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 Agreementhereby, and no such settlement litigation shall be agreed to settled without Parent’s prior written consent.
Appears in 2 contracts
Samples: Merger Agreement (Merck & Co Inc), Merger Agreement (Sirna Therapeutics Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Action against the Company and/or its directors or officers relating to the transactions contemplated by this AgreementTransactions and consult with Parent in connection with material strategic decisions relating to the defense or settlement of any such Action. Without limitation to Section 4.1, and no such settlement the Company agrees that it shall be agreed not settle or offer to settle any Action against the Company and/or any of its directors or officers relating to the Transactions, without Parent’s the prior written consentconsent of Parent, not to be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (XPO Logistics, Inc.), Merger Agreement (Con-Way Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Action against the Company and/or its directors or officers relating to the transactions contemplated by this AgreementTransactions. The Company agrees that it shall not settle or offer to settle any Action against the Company and/or any of its directors or officers relating to the Transactions, and no such settlement shall be agreed to without first consulting with Parent’s prior written consent.
Appears in 2 contracts
Samples: Merger Agreement (United Technologies Corp /De/), Merger Agreement (Goodrich Corp)
Stockholder Litigation. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementMerger and the Transactions; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (Imperial Industries Inc), Merger Agreement (Cambridge Display Technology, Inc.)
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 and its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.this
Appears in 2 contracts
Samples: Merger Agreement (Camco International Inc), Merger Agreement (Camco International Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementAgreement or the Merger; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent's consent which consent will not be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (Peoples Choice Tv Corp), Merger Agreement (American Telecasting Inc/De/)
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 and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's consent, which shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), Agreement and Plan of Merger (Credit Suisse/)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreement, and the Initial Offer, the Subsequent Offer or the Merger; provided, however, that no such settlement shall be agreed to without Parent’s prior written consent's consent which consent will not be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (Showpower Inc), Merger Agreement (General Electric Co)
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 or the Stockholder Agreement; provided, and however, that no such settlement shall be agreed to without Parent’s 's prior written consent, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (Heartport Inc), Merger Agreement (Johnson & Johnson)
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 or the Stockholder Agreement, and no such settlement shall be agreed to without Parent’s 's prior written consent, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Merger Agreement (Therasense Inc), Merger Agreement (Therasense Inc)
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 and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's -------- ------- consent.
Appears in 2 contracts
Samples: Merger Agreement (Diatide Inc), Merger Agreement (Schering Berlin Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Action against the Company and/or its directors or officers relating to the transactions contemplated by this AgreementTransactions and consult with Parent in connection with material strategic decisions relating to the defense or settlement of any such Action. Without limitation to Section 4.1, and no such settlement the Company agrees that it shall be agreed not settle or offer to settle any Action against the Company and/or any of its directors or officers relating to the Transactions, without Parent’s the prior written consentconsent of Parent, which shall not be unreasonably withheld.
Appears in 1 contract
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 and its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 1 contract
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 and its directors relating to the transactions contemplated by this Agreement; provided, and however, that no such settlement shall -------- ------- be agreed to without Parent’s prior written 's consent, which consent shall not be unreasonably withheld.
Appears in 1 contract
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 or its directors relating to the Merger or the other transactions contemplated by this Agreementhereby; provided, and that no such settlement shall be agreed to without Parent’s prior written consent, which consent shall not be unreasonably withheld.
Appears in 1 contract
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 consentconsent (such consent not to be unreasonably withheld, delayed or conditioned).
Appears in 1 contract
Samples: Merger Agreement (Cymer Inc)
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 or its officers or directors relating to the transactions contemplated by this AgreementAgreement and shall not compromise, and no settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any such settlement shall be agreed litigation, or consent to the same without Parent’s the prior written consentconsent of Parent.
Appears in 1 contract
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 or the Stockholders Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 1 contract
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. The Company shall not settle any such litigation without the consent of Parent, and no such settlement which consent shall not be agreed to without Parent’s prior written consentunreasonably withheld.
Appears in 1 contract
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 or its directors relating to arising after the transactions contemplated by date of this AgreementAgreement as a result of the Transactions, and with respect to any settlement in connection therewith other than a settlement solely for monetary damages and entirely paid for with proceeds of insurance, no such settlement shall be agreed to occur without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed. It is understood and agreed that this Section 6.14 shall not give Parent the right to direct any such defense.
Appears in 1 contract
Samples: Merger Agreement (Global Defense Technology & Systems, Inc.)
