Securityholder Litigation definition

Securityholder Litigation means any claim, litigation or other Legal Proceeding related to this Agreement, the Offer, the Mergers or any the other Transactions that is made or brought by any current or former stockholder of the Company or Parent or any holder of the Company’s or Parent’s other securities against the Company or Parent and/or their respective directors or officers (on any such person’s own behalf or on behalf of the Company or Parent), including any Legal Proceeding alleging or asserting (i) any misrepresentation or omission in the Schedule 14D-9 or any other document filed with the SEC in connection with the Transactions or (ii) any breach of fiduciary duty by any Company or Parent directors in connection with any of the foregoing.
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Examples of Securityholder Litigation in a sentence

  • Each of EDR and WWE shall give the other Party the opportunity to review and comment on all material filings or responses to be made by such Party in connection with any such Securityholder Litigation, and shall in good faith take such comments into account; provided that the disclosure of information in connection therewith shall be subject to the provisions of Section 5.1, including with respect to attorney-client privilege or any other applicable legal privilege.

  • Each of the Company and Parent shall promptly notify the other party in writing of any Securityholder Litigation (and provide copies of all pleadings and (except if it would waive attorney-client privilege) third-party correspondence related thereto) and each of the Company and Parent shall in good faith consider the other party’s advice with respect to such Securityholder Litigation, including the defense and settlement thereof.

  • Purchaser shall give the Company the opportunity to participate in the defense or settlement of any such Securityholder Litigation brought against Purchaser or any of its directors, and no such settlement shall be agreed to without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

  • The Company and Pubco shall give Purchaser the opportunity to participate in the defense or settlement of any such Securityholder Litigation brought against the Company or Pubco, any of its Subsidiaries or any of its directors, and no such settlement shall be agreed to without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

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  • ADDITIONAL COVENANTS OF THE PARTIES 52 6.1 Stockholder Approval; Proxy Statement 52 6.2 Filings and Approvals 53 6.3 Stock Options/Warrants 55 6.4 Employee Benefits 57 6.5 Compensation Arrangements 58 6.6 Indemnification of Officers and Directors 58 6.7 Securityholder Litigation 60 6.8 Disclosure 60 6.9 Resignation of Directors 60 6.10 Takeover Laws; Advice of Changes 60 6.11 Section 16 Matters 61 6.12 Stock Exchange Delisting; Deregistration 61 SECTION 7.

  • Each of the Parties shall reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Securityholder Litigation.

  • Section 5.8. Indemnification and Insurance Section 5.9. Securityholder Litigation Section 5.10.

  • At the Company’s request, Parent shall use its reasonable best efforts to provide assistance to the Company in the defense of any Securityholder Litigation.

Related to Securityholder Litigation

  • Transaction Litigation has the meaning set forth in Section 5.2(d).

  • Pending Litigation means a proceeding in a court of law whose activity is in progress but not yet completed.

  • ADR Proceeding means either an Arbitration or a Mediation.

  • Litigation means any lawsuit, action, arbitration, administrative or other proceeding, criminal prosecution or governmental investigation or inquiry.

  • resolution action means the decision to place an institution or entity referred to in point (b), (c) or (d) of Article 1(1) under resolution pursuant to Article 32 or 33, the application of a resolution tool, or the exercise of one or more resolution powers;

  • dispute resolution proceeding ’ means any process in which an alternative means of dispute resolution is used to resolve an issue in controversy in which a neutral is appointed and specified parties participate;

  • Legal Action means and includes any claim, counterclaim, demand, action, suit, counterclaim, arbitration, inquiry, proceeding or investigation before any

  • Threatened litigation as used herein shall include governmental investigations and civil investigative demands. “Litigation” as used herein shall include administrative enforcement actions brought by governmental agencies. The Grantee must also disclose any material litigation threatened or pending involving Subcontractors, consultants, and/or lobbyists. For purposes of this section, “material” refers, but is not limited, to any action or pending action that a reasonable person knowledgeable in the applicable industry would consider relevant to the Work under the Grant Agreement or any development such a person would want to be aware of in order to stay fully apprised of the total mix of information relevant to the Work, together with any litigation threatened or pending that may result in a substantial change in the Xxxxxxx’s financial condition.

  • Lawsuit means any lawsuit, arbitration or other dispute resolution filed by either party herein pertaining to any of this Warrant, the Facility Agreement and the Registration Rights Agreement.

  • Class Action means a legal action:

  • Pending Claim has the meaning set forth in Section 9.6 hereof.

  • Litigation Trust means the trust to be established on the Plan Implementation Date at the time specified in section 6.4(p) in accordance with the Litigation Trust Agreement pursuant to the laws of a jurisdiction that is acceptable to SFC and the Initial Consenting Noteholders, which trust will acquire the Litigation Trust Claims and will be funded with the Litigation Funding Amount in accordance with the Plan and the Litigation Trust Agreement.

  • Action shall have the meaning ascribed to such term in Section 3.1(j).

  • Adverse employment action means an action that affects an em- ployee ’s compensation, promotion, transfer, work assignment, or performance evaluation, or any other employment action that would dissuade a reasonable employee from making or supporting a report of abuse or neglect under Family Code 261.101.

  • Infringement Action has the meaning set forth in Section 9.6(b).

  • Litigation Claims means the claims, rights of action, suits or proceedings, whether in law or in equity, whether known or unknown, that any Debtor or any Estate may hold against any Person or Entity, including, without limitation, the Causes of Action of the Debtors or their Estates, in each case solely to the extent of the Debtors’ or their Estates’ interest therein. A non-exclusive list of the Litigation Claims held by the Debtors as of the Effective Date will be Filed with the Plan Supplement, which will be deemed to include any derivative actions filed against any Debtor as of the Effective Date.

  • Complaint Investigation means an investigation of any complaint that has been made to a proper authority that is not covered by an abuse investigation.

  • Settlement Class Counsel means the law firm of Xxxxxx Xxxxxx Xxxxx Xxxxxxx LLP.

  • Adverse action means a home or remote state action.

  • Class Counsel means Xxxxxx X. Xxxxxx of Xxxxxx Xxxxxx Xxxxxx LLP, Xxxx Xxxxxx Xxxxxxxxxx of Xxxxxx Xxxxxxxx LLP, and Xxxxx X. Xxxxxxxxxx of Hausfeld LLP.

  • Plaintiffs’ Counsel means Lead Counsel and all other legal counsel who, at the direction and under the supervision of Lead Counsel, performed services on behalf of the Settlement Class in the Action.

  • Claim means any action, claim, obligation, liability, expense, lawsuit, demand, suit, inquiry, hearing, investigation, notice of a violation, litigation, proceeding, arbitration, or other dispute, whether civil, criminal, administrative or otherwise, whether pursuant to contractual obligations or otherwise.

  • Preferred claim means a claim with respect to which the terms of this chapter accord priority of payment from the general assets of the insurer.

  • Litigation Trustee means a Person to be determined by SFC and the Initial Consenting Noteholders prior to the Effective Time, with the consent of the Monitor, to serve as trustee of the Litigation Trust pursuant to and in accordance with the terms thereof.

  • Class Action Waiver BY ENTERING INTO THIS CONTRACT, YOU ARE GIVING UP YOUR RIGHT TO ARBITRATE OR LITIGATE IN COURT ANY DISPUTE OR CLAIM AS A CLASS ACTION OR COLLECTIVE ACTION, EITHER AS A CLASS REPRESENTATIVE OR MEMBER OR COLLECTIVE ACTION PARTICIPANT. YOU FURTHER AGREE THAT YOUR RIGHTS AS A CONSUMER UNDER THE CCPA ARE NEITHER WAIVED NOR IMPAIRED BY VIRTUE OF PROCEEDING IN A NON-CLASS, NON-CONSOLIDATED AND NON-JOINT ARBITRATION AUTHORIZED UNDER THIS AGREEMENT, NOR SHALL PROCEEDING IN A NON-CLASS, NON-COLLECTIVE OR NON-CONSOLIDATED AND NON-JOINT ARBITRATION BE DEEMED OR DETERMINED TO CONSTITUTE A WAIVER OR IMPAIRMENT OF YOUR RIGHTS. IN THE EVENT AN ARBITRATOR DEEMS THIS CLASS ACTION WAIVER INVALID, THEN THE ARBITRATION PROVISION ABOVE SHALL BE NULL AND VOID. Waiver of Right to Trial by Jury: IN ARBITRATION, EACH PARTY EXPRESSLY AND IRREVOCABLY WAIVES THEIR RIGHT TO A TRIAL BY JURY OF ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING CLAIMS ARISING UNDER THE CALIFORNIA CONSUMER PRIVACY ACT OR ANY OTHER FEDERAL OR STATE LAWS.

  • third party proceeding means 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 corporation.