Common use of Certain Litigation Clause in Contracts

Certain Litigation. The Company shall promptly advise Parent orally and in writing of any litigation commenced after the date hereof against the Company or any of its directors by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby (including the Offer and the Merger) and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to consult with the Company regarding the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation and shall not settle any such stockholder litigation without the prior written consent of Parent.

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Polycom Inc), Agreement and Plan of Merger (Spectralink Corp), Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

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Certain Litigation. The Company shall promptly advise Parent orally and in writing of any litigation commenced after the date hereof against the Company or any of its directors by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby (including the Offer and the Merger) and shall keep Parent reasonably informed regarding any such litigation. The Company shall control, and shall give Parent the opportunity to consult with the Company regarding the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation and shall not settle any such stockholder litigation without the prior written consent of ParentParent (not to be unreasonably withheld, conditioned or delayed).

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.), Agreement and Plan of Merger (Transcend Services Inc), Agreement and Plan of Merger (Nuance Communications, Inc.)

Certain Litigation. The Company shall promptly advise Parent orally and in writing of any litigation commenced after the date hereof against the Company or any of its directors by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby (including the Offer and the Merger) and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to consult with the Company regarding the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation and shall not settle any such stockholder litigation without the prior written consent of Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Micro Linear Corp /Ca/), Agreement and Plan of Merger (Sirenza Microdevices Inc)

Certain Litigation. The Company shall promptly advise Parent orally and in writing after becoming aware of any litigation Legal Proceeding commenced after the date hereof against the Company or any of its directors by any stockholder of the Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby (including the Offer and the Merger) and shall keep Parent reasonably informed regarding any such litigationLegal Proceeding. The Company shall give Parent the opportunity to consult with the Company regarding the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation and shall not settle any such stockholder litigation without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Standard Microsystems Corp), Agreement and Plan of Merger (Microchip Technology Inc)

Certain Litigation. The Company shall promptly advise Parent orally and in writing after becoming aware of any litigation Legal Proceeding commenced after the date hereof against the Company or any of its directors by any stockholder of the Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby (including the Offer and the Merger) and shall keep Parent reasonably informed regarding any such litigationLegal Proceeding. The Company shall give Parent the opportunity to consult with the Company regarding the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation and shall not settle any such stockholder litigation without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, delayed or conditioned).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Neophotonics Corp), Agreement and Plan of Merger (Lumentum Holdings Inc.)

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Certain Litigation. The Company shall promptly advise Parent orally and in writing of any litigation Legal Proceeding commenced after the date hereof against the Company or any of its directors by any stockholder of the Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby (including the Offer and the Merger) and shall keep Parent reasonably informed regarding any such litigationLegal Proceeding. The Company shall give Parent the opportunity to consult with the Company regarding the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation in good faith, and shall not settle any such stockholder litigation without the prior written consent approval of ParentParent (which will not be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pervasive Software Inc)

Certain Litigation. The Company shall promptly advise Parent orally and in writing of any litigation commenced after the date hereof against the Company or any of its directors or officers (in their capacity as such) by any Company Stockholders (on their own behalf or on behalf of the Company) relating to this Agreement or the transactions contemplated hereby (including the Offer and the Merger) hereby, and shall keep Parent reasonably informed regarding any such litigation. The Company shall give Parent the opportunity to consult with the Company regarding the defense or settlement of any such stockholder litigation and shall consider Parent’s views with respect to such stockholder litigation and litigation. The Company shall not settle any such stockholder litigation without the Parent’s prior written consent of Parent(which consent shall not be unreasonably withheld).

Appears in 1 contract

Samples: Agreement and Plan of Merger (infoGROUP Inc.)

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