Stockholder Litigation. The Company shall give Purchaser 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 Purchaser’s prior written consent (such consent not to be unreasonably withheld or delayed).
Appears in 6 contracts
Samples: Merger Agreement (SI Financial Group, Inc.), Merger Agreement (Berkshire Hills Bancorp Inc), Merger Agreement (SI Financial Group, Inc.)
Stockholder Litigation. The Company shall give Purchaser Acquiror 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 PurchaserAcquiror’s prior written consent (such consent not to be unreasonably withheld or delayed).
Appears in 6 contracts
Samples: Merger Agreement (Ediets Com Inc), Merger Agreement (As Seen on TV, Inc.), Merger Agreement (Schwab Charles Corp)
Stockholder Litigation. The Company shall give Purchaser the Buyer 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 Offer, the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no such settlement shall be agreed to without Purchaserthe Buyer’s prior written consent, which consent (such consent shall not to be unreasonably withheld withheld, conditioned or delayed).
Appears in 4 contracts
Samples: Merger Agreement (Walgreen Co), Merger Agreement (Walgreen Co), Merger Agreement (I Trax Inc)
Stockholder Litigation. The Company shall give Purchaser the opportunity to participate at the Purchaser’s own expense 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 Purchaser’s prior written consent (such consent not to be unreasonably withheld or delayed).
Appears in 3 contracts
Samples: Merger Agreement (MSB Financial Corp), Merger Agreement (Kearny Financial Corp.), Merger Agreement (Clifton Bancorp Inc.)
Stockholder Litigation. The Company shall give Purchaser the Acquiror 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; provided, and however, that no such settlement shall be agreed to without Purchaser’s prior written consent (such consent not to be unreasonably withheld or delayed)the Acquiror's consent.
Appears in 3 contracts
Samples: Merger Agreement (Buttrey Food & Drug Stores Co), Merger Agreement (Buttrey Food & Drug Stores Co), Merger Agreement (Albertsons Inc /De/)
Stockholder Litigation. The Company shall give Purchaser Acquiror the opportunity to participate (at Acquiror’s expense and subject to a customary joint defense agreement) 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. Without limitation to Section 5.1, 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 Purchaser’s prior written consent (such consent not to be unreasonably withheld or delayed)first consulting with Acquiror.
Appears in 2 contracts
Samples: Transaction Agreement (Chicago Bridge & Iron Co N V), Transaction Agreement (Shaw Group Inc)
Stockholder Litigation. The Company shall give Purchaser the Trust 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 Purchaser’s prior written the Trust's consent, which consent (such consent shall not to be unreasonably withheld or delayed)withheld.
Appears in 2 contracts
Samples: Merger Agreement (Republic Group Inc), Merger Agreement (Republic Group Inc)
Stockholder Litigation. The Company shall give Purchaser the Buyer Parties 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 Purchaser’s the Buyer Parties’ prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Merger Agreement (PRA International), Merger Agreement (PRA International)
Stockholder Litigation. The Company shall give Purchaser the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its officers and directors relating to the transactions contemplated by this AgreementTransaction or any Acquisition Proposal, and no such settlement shall be agreed to without Purchaser’s prior written consent (consent, such consent not to be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Penn Engineering & Manufacturing Corp), Merger Agreement (PEM Holding Co.)
Stockholder Litigation. The Company shall give Purchaser the Buyer 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; provided, and however, that no such settlement shall be agreed to by the Company without PurchaserBuyer’s prior written consent, which consent (such consent shall not to be unreasonably withheld or delayed)withheld.
Appears in 2 contracts
Samples: Merger Agreement (Jazz Pharmaceuticals Inc), Merger Agreement (Orphan Medical Inc)
Stockholder Litigation. The Company shall give Purchaser Buyer 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 Purchaser’s the prior written consent (such consent not to be unreasonably withheld or delayed)of Buyer.
Appears in 2 contracts
Samples: Merger Agreement (Prospect Capital Corp), Merger Agreement (Patriot Capital Funding, Inc.)
Stockholder Litigation. The Company shall give Purchaser Acquiror the opportunity to participate at its own expense 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 Purchaser’s Acquiror's prior written consent (such consent not to be unreasonably withheld or delayed).
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Stockholder Litigation. The Company shall give Purchaser Buyer the reasonable opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or its directors relating to the transactions contemplated by this AgreementAgreement or the Merger, and no such settlement shall be agreed to by the Company without Purchaser’s Buyer's prior written consent, which consent (such consent shall not to be unreasonably withheld or delayed).
Appears in 1 contract
Stockholder Litigation. The Company shall give Purchaser Holdings 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 Purchaser’s Holdings’ prior written consent (such consent which shall not to be unreasonably withheld or delayed).
Appears in 1 contract
Samples: Merger Agreement (Wrigley Wm Jr Co)
Stockholder Litigation. The Company shall give Purchaser the opportunity to participate at its own expense 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 Purchaser’s prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed).
Appears in 1 contract
Stockholder Litigation. The Company shall give Purchaser the opportunity to participate at Purchaser’s own expense 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 Purchaser’s prior written consent (such consent not to be unreasonably withheld withheld, conditioned or delayed).
Appears in 1 contract
Samples: Merger Agreement (CapStar Financial Holdings, Inc.)
Stockholder Litigation. The Company shall give Purchaser Buyer 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 he 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 Purchaser’s prior written consent (such consent not to be unreasonably withheld or delayed)Buyer's consent.
Appears in 1 contract
Samples: Merger Agreement (Bisys Group Inc)
Stockholder Litigation. The Company shall give Purchaser Acquiror 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 PurchaserAcquiror’s prior written consent, which consent (such consent shall not to be unreasonably withheld or delayed)withheld.
Appears in 1 contract
Samples: Merger Agreement (Stratagene Corp)
Stockholder Litigation. The Company shall give Purchaser Acquiror the opportunity to participate at its own expense 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 PurchaserAcquiror’s prior written consent (such consent not to be unreasonably withheld or delayed).
Appears in 1 contract
Stockholder Litigation. The Company shall give Purchaser Buyer the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to this Agreement or the transactions contemplated by this Agreementhereby; provided, and no however, that Buyer shall have the right to prevent the Company from entering into any such settlement without Buyer's consent, which consent shall be agreed to without Purchaser’s prior written consent (such consent not to be unreasonably withheld or delayed).
Appears in 1 contract
Stockholder Litigation. The Company shall give Purchaser the opportunity to participate at Purchaser’s own expense 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 Purchaser’s prior written consent (such consent not to be unreasonably withheld or delayed).
Appears in 1 contract