Transaction Challenges Sample Clauses

Transaction Challenges. (a) From and after the date hereof, Strongbridge shall promptly advise Novo Nordisk in writing of any actions, suits or proceedings (including derivative or share shareholder claims) commenced or, to the knowledge of Strongbridge, threatened in writing against Strongbridge and/or its directors or officers relating to the Transactions or this Agreement. Strongbridge shall consult with Novo Nordisk in Strongbridge’s defense or settlement of any such actions, suits or proceedings (other than any litigation or settlement between Strongbridge or any of its Affiliates and Novo Nordisk or any of its respective Affiliates) against Strongbridge or its directors or officers, and any actual or threatened complaints or challenges that may be brought in any other court in connection with the Transactions or this Agreement and shall give due consideration to Novo Nordisk’s views with respect thereto. Strongbridge shall not agree to any settlement of any such action, suit or proceeding (including derivative or share shareholder claims) without Novo Nordisk’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) From and after the date hereof, Novo Nordisk shall promptly advise Strongbridge in writing of any actions, suits or proceedings (including derivative or share shareholder claims) commenced or, to the knowledge of the Novo Nordisk, threatened in writing against Novo Nordisk and/or its directors or officers relating to the Transactions or this Agreement. Novo Nordisk shall consult with Strongbridge in Novo Nordisk’s defense or settlement of any such actions, suits or proceedings (other than any litigation or settlement between Novo Nordisk or any of its Affiliates and Strongbridge or any of its respective Affiliates) against Novo Nordisk or its directors or officers, and any actual or threatened complaints or challenges that may be brought any other in connection with the Transactions or this Agreement and shall give due consideration to Strongbridge’s views with respect thereto. Novo Nordisk shall not agree to any settlement of any such action, suit or proceeding (including derivative or share shareholder claims) without Strongbridge’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
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Transaction Challenges. 7.5.1 King shall consult and cooperate with AB in King’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between King or any of its Affiliates and AB, AB Sub or any of their respective Affiliates) against King or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court or any other court in Ireland and/or any court in the United States in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement. 7.5.2 AB shall consult and cooperate with King in AB’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between AB, AB Sub or any of their respective Affiliates and King and any of its Affiliates) against AB or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court or any other court in Ireland and/or in any court in the United States in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
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Transaction Challenges. 7.12.1. Elan shall consult and cooperate with Bidder in Elan’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Elan or any of its Affiliates and the Bidder, any Bidder Merger Party or any of their respective Affiliates) against Elan or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court or any other court in Ireland or the United States in connection with the Scheme, relating to the transactions contemplated by this Agreement or the Expenses Reimbursement Agreement and Elan agrees that it will not settle or compromise (any such actual or threatened litigation, complaint or challenge, a “Transaction Challenge”) without the consent of Bidder (not to be unreasonably withheld, delayed or conditioned). 7.12.2. Bidder shall consult and cooperate with Elan in Bidder's defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between the Bidder, any Bidder Merger Party or any of their respective Affiliates and Elan and any of its Affiliates) against the Bidder or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court of Ireland and/or in any court in the United States in connection with the Scheme, the Acquisition or the Merger, relating to the transactions contemplated by this Agreement, or the Expenses Reimbursement Agreement.
Sample 1
Transaction Challenges. (a) Target shall consult and cooperate with Zoetis in Target’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Target or any of its Affiliates and Zoetis or any of its respective Affiliates) against Target or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court or any other court in Ireland or any court in the United States or Australia in connection with the Scheme, the Proxy Statement, the Transactions, this Agreement or the Expenses Reimbursement Agreement. (b) Zoetis shall consult and cooperate with Target in Zoetis’ defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Zoetis or any of its respective Affiliates and Target and any of its Affiliates) against Zoetis or Zoetis Bidco or their directors or officers, and any actual or threatened complaints or challenges that may be brought in the High Court or any other court in Ireland or in any court in the United States or Australia in connection with the Scheme, the Proxy Statement, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
Sample 1
Transaction Challenges. (a) The Company shall consult and cooperate with Concord in the Company’s defense or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between the Company or any of its affiliates and Concord or any of its affiliates), against the Company or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the Irish High Court or any other court in Ireland or the United States in connection with the Scheme, relating to the transactions contemplated by this Agreement and the Company agrees that it will not settle or compromise (any such actual or threatened litigation, complaint or challenge, a “Transaction Challenge”) without Concord’s consent (not to be unreasonably withheld, delayed or conditioned). (b) Concord shall consult and cooperate with the Company in Concord’s defense or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between the Company or any of its affiliates and Concord or any of its affiliates) against Concord or its directors or officers, and any actual or threatened complaints or challenges that may be brought in the Irish High Court and/or in any court in the United States in connection with the Scheme, the Acquisition or the Merger, relating to the transactions contemplated by this Agreement.
Sample 1
Transaction Challenges. (a) Yew Grove will consult and co-operate with Bidco in Yew Grove's defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Yew Grove or any of its Affiliates and Bidco or Slate (or any of its Affiliates)) against Yew Grove or any of their respective directors, officers or employees, and any actual or threatened complaints or challenges that may be brought in any court in Ireland (or any other jurisdiction) in connection with the Scheme (or any Takeover Offer), the Transactions, this Agreement, the Expenses Reimbursement Agreement or the Escrow Agreement. (b) Slate and Bidco will consult and co-operate with Yew Grove in Bidco's defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Bidco, Slate (or any of its Affiliates) and Yew Grove (or any of its Affiliates)) against Slate or Bidco or any of their respective directors, officers or employees, and any actual or threatened complaints or challenges that may be brought in any court in Ireland (or any other jurisdiction) in connection with the Scheme (or any Takeover Offer), the Transactions, this Agreement, the Expenses Reimbursement Agreement or the Escrow Agreement.
Sample 1
Transaction Challenges. (a) Glantus will consult and co-operate, with Bidco in Glantus’ defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Glantus or any of its Affiliates and Bidco or Basware (or any of its Affiliates)) against Glantus or any of their respective directors, officers or employees, and any actual or threatened complaints or challenges that may be brought in any court in Ireland (or any other jurisdiction) in connection with the Scheme, the Transaction, this Agreement or the Expenses Reimbursement Agreement. (b) Bidco will consult and co-operate with Glantus in Bidco’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Bidco, Basware (or any of its Affiliates) and Glantus or any of its Affiliates) against Basware or any of their respective directors, officers or employees, and any actual or threatened complaints or challenges that may be brought in any court in Ireland (or any other jurisdiction) in connection with the Scheme (or any Takeover Offer), the Transaction, this Agreement or the Expenses Reimbursement Agreement.
Sample 1
Transaction Challenges. (a) IFG shall consult and cooperate with Bidco in IFG’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between IFG or any of its Affiliates and Bidco or any of member of the Epiris Group) against IFG or its directors or officers, and any actual or threatened complaints or challenges that may be brought in any court in 28 Ireland or any court in the UK in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement. (b) Bidco shall consult and cooperate with IFG in Bidco’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Bidco, Epiris, or any other member of the Epiris Group and IFG and any of its Affiliates) against Bidco or its directors or officers, and any actual or threatened complaints or challenges that may be brought in any court in Ireland or in any court in the UK in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
Sample 1
Transaction Challenges. (a) INM shall consult and cooperate with Mediahuis in INM’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between INM or any of its Affiliates and Mediahuis or any of member of the Mediahuis Group) against INM or its directors or officers, and any actual or threatened complaints or challenges that may be brought in any court in Ireland, Belgium or the UK in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement. (b) Mediahuis shall consult and cooperate with INM in Mediahuis’s defence or settlement of any actual or threatened shareholder litigation (other than any litigation or settlement between Mediahuis, or any other member of the Mediahuis Group and INM and any of its Affiliates) against Mediahuis or its directors or officers, and any actual or threatened complaints or challenges that may be brought in any court in Ireland, Belgium or the UK in connection with the Scheme, the Transactions, this Agreement or the Expenses Reimbursement Agreement.
Sample 1

Related to Transaction Challenges

  • Challenges The Experts may be challenged by either Party if circumstances exist that give rise to justifiable doubts as to any of their impartiality or independence. In such circumstances the challenge shall be brought by written notice to the ICC copied to the other Party within fourteen (14) calendar days of the appointment of the relevant Expert or within fourteen (14) calendar days of the challenging Party becoming aware of the circumstances giving rise to the challenge. Unless the challenged Expert withdraws. or whichever of the Parties that has not brought the challenge agrees to the challenge, within fourteen (14) calendar days of the challenge, the ICC shall decide the challenge and, if appropriate, shall appoint a replacement Expert in accordance with the criteria set out herein.

  • No Challenges In no event shall any Secured Party take any action to challenge, contest or dispute the validity, extent, enforceability, or priority of the Collateral Agent’s Liens hereunder or under any other Security Document with respect to any of the Collateral, or that would have the effect of invalidating any such Lien or support any Person who takes any such action. Each of the Secured Parties agrees that it will not take any action to challenge, contest or dispute the validity, enforceability or secured status of any other Secured Party’s claims against any Obligor (other than any such claim resulting from a breach of this Agreement by a Secured Party, or any challenge, contest or dispute alleging arithmetical error in the determination of a claim), or that would have the effect of invalidating any such claim, or support any Person who takes any such action.

  • TRANSACTION PROCESS The RFQ for this Lot will contain a deliverable-based Statement of Work (SOW). The RFQ will include, but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at xxxx://xxx.xxx.xxxxx.xx.xx/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote.

  • Validity of Contemplated Transactions The execution, delivery and performance of this Agreement by Buyer, the execution, delivery and performance by Buyer of the Collateral Documents to which it is a party and the consummation of the Transactions do not and will not (a) contravene any provision of the organizational documents of Buyer, or (b) constitute a breach of, or result in a Default under, or cause the acceleration of any payments pursuant to, any agreement, contract, indenture, lease or mortgage to which Buyer is a party or by which either Buyer or its assets is bound, or violate any provision of any applicable Law, permit or license to which Buyer is subject, where any such breaches, Defaults or violations would materially impair the ability of Buyer to consummate and perform the Transactions.

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

  • Third Party Proceedings The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Derivative Transactions (a) All Derivative Transactions entered into by Company or any of its Subsidiaries or for the account of any of its customers were entered into in accordance with applicable laws, rules, regulations and regulatory policies of any Governmental Authority, and in accordance with the investment, securities, commodities, risk management and other policies, practices and procedures employed by Company or any of its Subsidiaries, and were entered into with counterparties believed at the time to be financially responsible and able to understand (either alone or in consultation with its advisers) and to bear the risks of such Derivative Transactions. Company and each of its Subsidiaries have duly performed all of their obligations under the Derivative Transactions to the extent that such obligations to perform have accrued, and, to the Knowledge of Company, there are no breaches, violations or defaults or allegations or assertions of such by any party thereunder. (b) Except as set forth in Company Disclosure Schedule 3.21, no Derivative Transaction, were it to be a Loan held by Company, would be classified as “Special Mention,” “Substandard,” “Doubtful,” “Loss,” “Classified,” “Criticized,” “Credit Risk Assets,” “Concerned Loans,” “Watch List” or words of similar import. Each such Derivative Transaction is listed on Company Disclosure Schedule 3.21, and the financial position of Company under or with respect to each has been reflected in the books and records of Company in accordance with GAAP consistently applied and no open exposure of Company with respect to any such instrument (or with respect to multiple instruments with respect to any single counterparty) exceeds $25,000.

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Transaction Litigation Subject to entry into a customary joint defense agreement, the Company shall give Parent the opportunity to consult with the Company and participate in the defense or settlement of any shareholder litigation against the Company, any Company Subsidiary or their respective directors or officers (each, a “Company Party”) relating to this Agreement, the Merger or the other Transactions. None of the Company, any Company Subsidiary or any Representative of the Company shall compromise, settle or come to an arrangement regarding any such shareholder litigation, in each case unless Parent shall have consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Company may compromise, settle or come to an agreement regarding shareholder litigation made or pending against a Company Party, if each of the following conditions are met: (i) the resolution of all such litigation requires payment from the Company or any of the Company Subsidiaries or Representatives in an amount not to exceed the amount set forth in Section 6.12 of the Company Disclosure Schedule or the provision of disclosures to the shareholders of the Company relating to the Merger (provided that Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent); (ii) the settlement provides for no injunctive or similar relief prohibiting or mandating certain action by the Company, Parent, Merger Sub, Guarantor, the Surviving Corporation or any of their respective Affiliates, Subsidiaries or Representatives; (iii) the settlement provides that Parent and its Subsidiaries and Representatives are released from all liability in connection therewith with prejudice; (iv) none of Parent, Merger Sub, the Company, and their respective Subsidiaries and Representatives are required to admit any wrongdoing as part of the settlement, and (v) the withdrawal or dismissal (with prejudice) of all shareholder claims and actions then pending relating to this Agreement, the Merger or the other Transactions.