EL PASO ELECTRIC COMPANY v. CENTRAL AND SOUTH WEST CORPORATION Sample Clauses

EL PASO ELECTRIC COMPANY v. CENTRAL AND SOUTH WEST CORPORATION. In the District Court of El Paso County, Texas, 205th Judicial District, Case No. 95-7153. In May 1993, the Company entered into an agreement and plan of merger (the "Merger Agreement") with Central and South West Corporation ("CSW"), pursuant to which the Company would have been acquired by CSW. On June 1995, CSW terminated the Merger Agreement. In response to CSW's termination of the Merger Agreement, the Company filed a complaint against CSW in the 205th Judicial District Court of El Paso County, Texas, alleging breach of contract, breach of duty of good faith and fair dealing, breach of fiduciary duty, business disparagement, tortious interference with contract and fraud in the inducement. The Company is seeking an unspecified amount of damages, punitive, damages, attorney's fees and costs. Pursuant to the Plan, the first $20 million in proceeds, if any, to the Company from this litigation will be distributed to the holders of preferred stock and common stock of the Company prior to the reorganization. On June 15, 1995, CSW filed an adversary proceeding against the Company in the Bankruptcy Court seeking to recover termination fees of $25.0 million and approximately $3.7 million in attorneys' fees and expenses that CSW claims it advanced on behalf of the Company in certain regulatory proceedings. The Company is attempting to transfer the litigation to the United States District Court for the Western District of Texas in El Paso. The parties have commenced discovery, and the Company cannot predict the outcome of the litigation with CSW.
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