Common use of Transaction Litigation Clause in Contracts

Transaction Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company or its directors relating to the Transactions, and no such settlement shall be agreed to without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 6 contracts

Samples: Merger Agreement (Ares Management LLC), Merger Agreement (Cincinnati Bell Inc), Merger Agreement (Cincinnati Bell Inc)

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Transaction Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder security holder litigation against the Company or and/or its directors relating to the TransactionsMerger and the other transactions contemplated by this Agreement, and no such settlement shall be agreed to without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 3 contracts

Samples: Merger Agreement (Clayton Williams Energy Inc /De), Merger Agreement (Noble Energy Inc), Merger Agreement (Noble Energy Inc)

Transaction Litigation. The Subject to Applicable Law, the Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company or its directors or officers by a holder of securities of the Company relating to the TransactionsMergers, the Proxy Statement/Prospectus or any other transactions contemplated by this Agreement and no such settlement shall be agreed to without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Merger Agreement (Kapstone Paper & Packaging Corp), Merger Agreement (WestRock Co)

Transaction Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company or and/or its directors relating to the Transactionstransactions contemplated by this Agreement, and no such settlement shall be agreed to without the Parent’s prior written consent of Parentconsent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Merger Agreement (Cost Plus Inc/Ca/), Merger Agreement (Bed Bath & Beyond Inc)

Transaction Litigation. The Company shall give Parent the opportunity to participate in the Company’s defense or settlement of any shareholder material stockholder litigation against the Company and/or its directors or executive officers relating to this Agreement and/or the Merger. The Company agrees that it shall not settle any litigation commenced prior to or after the date of this Agreement against the Company or its directors directors, executive officers or similar persons by any stockholder of the Company relating to this Agreement or the Transactions, and no such settlement shall be agreed to Merger without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (WHITEWAVE FOODS Co)

Transaction Litigation. The Company shall give Parent the opportunity to participate in (but not control) the defense or and settlement of any shareholder stockholder litigation against the Company and/or its officers or directors, and Parent shall give the Company the opportunity to participate in (but not control) the defense and settlement of any stockholder litigation against Parent and/or its directors officers or directors, in each case relating to the Transactions, and no such settlement shall be agreed to without Merger or any of the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayedother transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Jefferies Financial Group Inc.), Merger Agreement (Homefed Corp)

Transaction Litigation. The Company shall give Parent the opportunity to participate in the Company’s defense or settlement of any shareholder stockholder litigation against the Company and/or its directors or executive officers relating to this Agreement and/or the Merger. 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 its directors directors, executive officers or similar persons by any stockholder of the Company relating to this Agreement and/or the Transactions, and no such settlement shall be agreed to Merger without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Merger Agreement (Linear Technology Corp /Ca/), Merger Agreement (Analog Devices Inc)

Transaction Litigation. The Company shall give Parent the opportunity to participate in the Company’s defense or settlement of any shareholder stockholder litigation against the Company and/or its directors or executive officers relating to the transactions contemplated by this Agreement, including the Merger. 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 its directors directors, executive officers or similar persons by any stockholder of the Company relating to this Agreement, the TransactionsMerger, and no such settlement shall be agreed to or any other transaction contemplated hereby without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Merger Agreement (Freeport McMoran Copper & Gold Inc), Merger Agreement (Plains Exploration & Production Co)

Transaction Litigation. The Company and Parent shall give Parent each other the opportunity to participate in the defense or defense, settlement and/or prosecution of any shareholder pending or threatened litigation against related to the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries or its directors relating to the Transactions, and no Representatives shall compromise or settle any such settlement litigation unless Parent shall be agreed to without the prior written consent of Parent, first have consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Merger Agreement (KSW Inc)

Transaction Litigation. The Company shall give Parent the opportunity to reasonably participate in the defense or settlement of any shareholder litigation against the Company or and/or its directors relating to the TransactionsMerger and the other transactions contemplated by this Agreement. Neither the Company nor any Representative of the Company shall compromise, and no settle or come to an arrangement regarding any such settlement shareholder litigation with respect to claims against the Company, in each case unless Parent shall be agreed to without the prior written consent of Parent, have consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Merger Agreement (ExamWorks Group, Inc.)

Transaction Litigation. The Company shall give Parent the opportunity to participate fully in the conduct of the defense or the settlement of any shareholder litigation against the Company or and its directors relating to the Transactionsany Transaction; provided, and however, that no such settlement shall be agreed to without the Parent's prior written consent of Parentconsent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Merger Agreement (Ford Motor Co)

Transaction Litigation. The Company shall (a) give Parent the opportunity to participate in the defense or defense, settlement and/or prosecution of any shareholder litigation against the Company or its directors relating Transaction Litigation, and (b) consult with Parent with respect to the Transactionsdefense, and no such settlement shall be agreed and/or prosecution of any Transaction Litigation. The Company must not compromise, settle or come to an arrangement regarding, or agree to compromise, settle or come to an arrangement regarding, any Transaction Litigation without the Parent’s prior written consent of Parentconsent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Merger Agreement (Symmetry Surgical Inc.)

Transaction Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder securityholder litigation against the Company or and/or its directors relating to the Merger and the other Contemplated Transactions, and no such settlement shall be agreed to without the prior written consent of Parent. The Company and Parent shall cooperate, which consent shall not be unreasonably withheldcause their respective Subsidiaries to cooperate and shall use their reasonable best efforts to cause their respective Representatives to cooperate, conditioned or delayedin the defense against such litigation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Seventy Seven Energy Inc.)

Transaction Litigation. The Company and Parent shall give Parent each other the opportunity to participate in the defense or defense, settlement and/or prosecution of any shareholder litigation against Transaction Litigation; provided that neither the Company nor the Parent shall compromise, settle, come to an arrangement regarding or its directors relating agree to compromise, settle or come to an arrangement regarding any Transaction Litigation or consent to the Transactions, and no such settlement shall be agreed to same without the other Party's prior written consent of Parent, (which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Merger Agreement (Qihoo 360 Technology Co LTD)

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Transaction Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder security holder or other litigation against the Company or and/or its directors relating to the Transactionstransactions contemplated hereby, and no such settlement litigation shall be agreed to settled without the Parent’s prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayedconsent.

Appears in 1 contract

Samples: Merger Agreement (Gtech Holdings Corp)

Transaction Litigation. The Company shall give Parent the opportunity to reasonably participate in the defense or settlement of any shareholder litigation against the Company or and/or its directors relating to the TransactionsMerger and the other transactions contemplated by this Agreement. Neither the Company nor any Representative of the Company shall compromise, and no settle or come to an arrangement regarding any such settlement shareholder litigation, in each case unless Parent shall be agreed to without the prior written consent of Parent, have consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Merger Agreement (Life Time Fitness, Inc.)

Transaction Litigation. The Company and Parent shall give Parent each other the opportunity to participate in the defense or defense, settlement and/or prosecution of any shareholder litigation against Transaction Litigation; provided that neither the Company nor any Company Subsidiary nor any Company Representative shall compromise, settle, come to an arrangement regarding or its directors relating agree to compromise, settle or come to an arrangement regarding any Transaction Litigation or consent to the Transactions, and no such settlement same unless Parent shall be agreed to without the prior written consent of Parent, have first consented thereto in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Merger Agreement (China Customer Relations Centers, Inc.)

Transaction Litigation. The Company and Parent shall give Parent each other the opportunity to participate in the defense or defense, settlement and/or prosecution of any shareholder litigation against Transaction Litigation; provided that neither the Company nor any Company Subsidiary nor any of their Representatives shall compromise, settle, come to an arrangement regarding or its directors relating agree to compromise, settle or come to an arrangement regarding any Transaction Litigation or consent to the Transactions, and no such settlement same unless Parent shall be agreed to without the prior written consent of Parent, which have first consented thereto in writing(which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Merger Agreement (Bona Film Group LTD)

Transaction Litigation. The Company shall give the Parent the opportunity to participate in the defense or defense, settlement and/or prosecution of any shareholder litigation against Transaction Litigation at the Company Parent’s sole expense; provided, that neither the Company, any of its Subsidiaries nor any of their respective Representatives shall compromise, settle, come to an arrangement regarding or its directors relating agree to compromise, settle or come to an arrangement regarding any Transaction Litigation or consent to the Transactions, and no such settlement same unless the Parent shall be agreed to without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayedhave consented in writing.

Appears in 1 contract

Samples: Merger Agreement (National Financial Partners Corp)

Transaction Litigation. The Company and Parent shall give Parent each other the opportunity to participate in the defense or defense, settlement and/or prosecution of any shareholder litigation against Transaction Litigation; provided that neither the Company nor any Company Subsidiary or its directors relating Company Representative shall compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any Transaction Litigation or consent to the Transactionssame unless Parent shall first have consented thereto in writing, and no such settlement shall be agreed consent not to without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Merger Agreement (Health Grades Inc)

Transaction Litigation. The Company shall give Parent the opportunity to reasonably participate in the defense or settlement of any shareholder litigation against the Company and/or its directors, officers or its directors significant shareholders relating to the TransactionsMerger and the other transactions contemplated by this Agreement. Neither the Company nor any Representative of the Company shall compromise, and no settle or come to an arrangement regarding any such settlement shareholder litigation, in each case unless Parent shall be agreed to without the prior written consent of Parent, have consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Merger Agreement (Exactech Inc)

Transaction 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 shareholder litigation against the Company or and/or its directors relating to the Transactionstransactions contemplated by this Agreement, and no such settlement shall be agreed to without the Parent’s prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayedconsent.

Appears in 1 contract

Samples: Merger Agreement (Talecris Biotherapeutics Holdings Corp.)

Transaction Litigation. The Company and Parent shall give Parent each other the opportunity to participate in the defense or defense, settlement and/or prosecution of any shareholder litigation against Transaction Litigation; provided that neither the Company nor any Subsidiary nor any Company Representative shall compromise, settle, come to an arrangement regarding or its directors relating agree to compromise, settle or come to an arrangement regarding any Transaction Litigation or consent to the Transactions, and no same unless Parent shall have first consented thereto in writing (such settlement shall be agreed consent not to without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Merger Agreement (China Fire & Security Group, Inc.)

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