Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and its directors relating to the Merger or any other Transaction; provided, however, that no such settlement shall be agreed to without Parent's consent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Boyd Gaming Corp), Execution Copy (Boyd Gaming Corp), Agreement and Plan of Merger (Boyd Gaming 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 its directors relating to the Merger or any other Transaction; provided, however, that no such settlement shall be agreed to without Parent's consent, which consent shall not be unreasonably withheld.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Whirlpool Corp /De/), Agreement and Plan of Merger (Maytag Corp), Agreement and Plan of Merger (Whirlpool Corp /De/)
Stockholder Litigation. The Company shall give Parent the opportunity to participate participate, at the expense of Parent, in the defense or settlement of any stockholder litigation against the Company and its directors Representatives relating to the transactions contemplated by this Agreement and/or the Ten Ideas Merger or any other TransactionAgreement; provided, however, that no such settlement shall be agreed to without Parent's consent, which consent shall not be unreasonably withheld.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bertuccis Inc), Agreement and Plan of Merger (Bertuccis Inc), Agreement and Plan of Merger (Bertuccis of White Marsh 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 its directors relating to the Merger or any other Transactiontransactions contemplated by this Agreement; provided, however, that no such settlement shall be agreed to without Parent's consent, which consent shall not be unreasonably withheld.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cort Business Services Corp), Agreement and Plan of Merger (Egan Charles), Agreement and Plan of Merger (Sherrill Stephen)
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 its directors relating to any Transaction and the Merger or Company shall not agree to any other Transaction; provided, however, that no such settlement shall be agreed to without Parent's consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sapphire Expansion CORP), Agreement and Plan of Merger (Retek Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate participate, at the expense of Parent, in the defense or settlement of any stockholder litigation against the Company and its directors Representatives relating to the Merger or any other Transactiontransactions contemplated by this Agreement; provided, however, that no such settlement shall be agreed to without Parent's consent, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bertuccis Inc), Agreement and Plan of Merger (Holmes Products 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 its directors relating to the Merger or any other TransactionMerger; provided, however, that no such settlement shall be agreed to without Parent's consent, which shall not be unreasonably withheld or delayed.
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Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and its directors relating to the Merger or any other Transaction; providedPROVIDED, howeverHOWEVER, that no such settlement shall be agreed to without Parent's consent, which consent shall not be unreasonably withheld.
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Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and its directors relating to the Merger or any other Transaction; provided, however, that no transaction contemplated hereby. No such settlement shall be agreed to without Parent's consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Axa)
Stockholder Litigation. The Company or Parent shall give Parent the other party the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and its directors or Parent and its directors, as the case may be, relating to the Merger transactions contemplated by this Agreement or any other Transactionthe Merger; providedPROVIDED, however, that no such settlement shall be agreed to without Parent's consent, which consent will not be unreasonably withheld.
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Stockholder Litigation. The Company shall give Parent the opportunity to participate participate, at the expense of Parent, in the defense or settlement of any stockholder litigation against the Company and its directors Representatives relating to the Merger or any other Transactiontransactions contemplated by this Agreement; provided, however, that no such settlement shall be agreed to without Parent's consent, which consent shall not be unreasonably withheld. SECTION 5.10.
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Stockholder Litigation. The Company shall give consult with Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and its directors relating to any of the Merger or any other Transactiontransactions contemplated by this Agreement; provided, however, that no such settlement shall be agreed to without Parent's consent, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Agreement and Plan of Merger (National Vision Associates LTD)
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 its directors or officers relating to the Merger or any other Transactiontransactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that no such settlement shall be agreed to without Parent's consent, which consent shall not be unreasonably withheld or delayed.
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Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and and/or its directors relating to the Merger or any other Transactiontransactions contemplated by the Transaction Agreements; providedPROVIDED, howeverHOWEVER, that no such settlement shall be agreed to without Parent's prior written consent, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Agreement and Plan of Split Off and Merger (Inverness Medical Technology Inc/De)