Xxxxxx Action. In the event BGM does not pursue enforcement of BGM’s patents as set forth in Subsection 7.1.2, and Xxxxxx reasonably believes that such infringement shall materially impact Xxxxxx’x ability to market the Products, Xxxxxx shall have the right, but not the obligation, to enforce any and all claims of infringement of any BGM’s patents against such infringement, in its own name, at its own expense and for its own benefit, and BGM agrees to take all actions reasonably necessary to enable Xxxxxx to enforce such action in its own name, including, but not limited to, the execution of any necessary papers. BGM shall join Xxxxxx as a party to such prosecution if it is reasonably determined that BGM is a necessary party to such prosecution, whereupon Xxxxxx shall bear all costs and control such litigation as if such action had been brought solely in Xxxxxx’x name. Xxxxxx shall have the right to control all aspects of the litigation of any claim against a Third Party brought pursuant to the provisions of this Subsection 7.1.3, including, but not limited to, the right to: (a) select counsel, such selection to be subject to BGM’s written approval, such approval not to be unreasonably withheld; (b) establish litigation strategies, subject to an obligation to confer with BGM regarding such strategies and to give reasonable consideration to BGM’s input with respect to such strategies; and (c) pursue settlement discussions and enter into settlements. Notwithstanding the foregoing, Xxxxxx shall not settle any such litigation or claim without the prior written consent of BGM, which consent shall not be withheld unreasonably.
Xxxxxx Action. 23 Section 3.27 Offers...................................................... 23 Section 3.28 Disclosure.................................................. 23
Xxxxxx Action. Xxxxxx has obtained and delivered to PRI a duly executed Voting Agreement of Xxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxxx, Xxxx Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxxx XxXxxxx, Xxxx X. Xxxxxx, Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxx and Xxxxxxx Xxxxxxxxx substantially in the form attached hereto as Exhibit 4.23A, pursuant to which, among other things, each such Person has agreed to vote all Xxxxxx Common Stock owned by such Person or over which he has voting control, in favor of this Agreement and the Merger and irrevocably granted a proxy, coupled with an interest, to PRI or its designee to vote such shares of Xxxxxx Common Stock in favor of this Agreement and the Merger.
Xxxxxx Action. 53 ARTICLE VI
Xxxxxx Action. Sellers agree to defend the Xxxxxx Action in accordance with the provisions of Section 8.3, as if it were an Indemnification Claim. Purchaser will use commercially reasonable efforts to cause Xxxx Transport to deliver to Sellers and its Affiliates all records and documentation relating to the Xxxxxx Action that come into its possession and that may arise after the Closing and shall permit Sellers to contact Purchaser’s employees during normal business hours, to the extent reasonable, to assist Sellers in its defense of the Xxxxxx Action; provided, however, in no event shall Purchaser be required to incur any cost or expense in connection with such assistance to Sellers. Sellers will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Xxxxxx Action without Purchaser’s prior written approval (which shall not be unreasonably withheld or delayed), unless the terms of such settlement provide for a complete release of the claims that are the subject of the Xxxxxx Action in favor of the Companies.
Xxxxxx Action. No Opt-Out request will be valid unless all the information described above is included. No Class Member, or any person acting on behalf of or in concert or participation with that Class Member, may exclude any other Class Member from the Settlement Class. The last date for Class Members to Opt-Out of the Settlement will, subject to Court approval, be on the Opt-Out Deadline contained in the Preliminary Approval Order. Class Members who timely Opt-Out of the Settlement will not be bound by the terms of this Agreement, including any releases contained herein. In the event that 1,000 or more of the Settlement Class Members submit valid requests to opt out, Defendant shall have the option to elect to terminate this Agreement, in which circumstance the Settlement will become null and void and the parties will return to the status quo ante as described in Section III. The Class Representative affirmatively supports this Settlement and agrees not to Opt- Out of this Settlement. None of the Class Representative, Class Counsel, Defendant, or its counsel shall in any way encourage any Class Member to Opt-Out or discourage any Class Member from participating in this Settlement.
