Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 34 contracts
Samples: Agreement and Plan of Merger (Ellie Mae Inc), Agreement and Plan of Merger (Euniverse Inc), Agreement and Plan of Merger (Paypal Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Trilogy, Inc.), Agreement and Plan of Merger (Versata Inc), Agreement and Plan of Merger (Emulex Corp /De/)
Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect asset of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Ashford Com Inc), Agreement and Plan of Reorganization (Ontrack Data International Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror QuadraMed prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Quadramed Corp), Acquisition Agreement and Plan of Merger (Resource Health Partners Lp), Agreement and Plan (Medicus Systems Corp /De/)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Purchaser prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;
Appears in 5 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (NXT-Id, Inc.), Stock Purchase Agreement (Intercloud Systems, Inc.)
Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of billsobligations, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Mentor Graphics Corp)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or any Exhibits hereto;
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Saba Software Inc), Agreement and Plan of Reorganization (Centra Software Inc), Agreement and Plan of Reorganization (Speedfam Ipec Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror NetRatings prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or (iv) against NetRatings or its subsidiaries;
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization, Services Agreement (Netratings Inc), Services Agreement (Netratings Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Rational Software Corp), Agreement and Plan of Reorganization (Fogdog Inc), Agreement and Plan of Reorganization (Kana Communications Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Mesa Laboratories Inc /Co/), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.), Agreement and Plan of Merger and Reorganization (Cure Pharmaceutical Holding Corp.)
Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills, (ii) with respect to employee and property matters in the ordinary course of business, (iii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect asset of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iiiiv) for a breach of this Agreement;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Musicland Stores Corp), Agreement and Plan of Merger (Best Buy Co Inc), Agreement and Plan of Merger (Best Buy Co Inc)
Lawsuits. Commence a lawsuit other than (i) for the -------- routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent -------- prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 3 contracts
Samples: Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Credence Systems Corp), Shareholder Agreement (Integrated Measurement Systems Inc /Or/)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) where the money damages sought are less than $100,000 in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (E-Medsoft Com), Agreement and Plan of Merger and Reorganization (Tender Loving Care Health Care Services Inc/ Ny)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided provided, that it consults with Acquiror Purchaser prior to the filing of such a suit, or (iii) for a breach of against Purchaser with respect to this AgreementAgreement or the Closing Documents;
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement (Nuvasive Inc), Preferred Stock Purchase Agreement (Nuvasive Inc), Preferred Stock Purchase Agreement (Nuvasive Inc)
Lawsuits. Commence a lawsuit lawsuit, other than (i) for the routine collection of bills, (ii) in such cases where it the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cash Systems Inc), Agreement and Plan of Merger (Sigmatel Inc), Agreement and Plan of Merger (Global Cash Access Holdings, Inc.)
Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Acquirer prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sigma Designs Inc), Asset Purchase Agreement (Synnex Corp)
Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Agile prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Agile Software Corp), Agreement and Plan of Reorganization (Agile Software Corp)
Lawsuits. Commence a lawsuit Proceeding other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (PLX Technology Inc), Agreement and Plan of Merger and Reorganization (Micrel Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, bills or (ii) in such cases where it it, in good faith faith, determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Rapidtron Inc), Convertible Note and Warrant Purchase Agreement (Rapidtron Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement, or (iv) to clarify its obligations under this Agreement or the Option Agreement;
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, bills or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror the Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Stock Purchase Agreement (Aig Latin America Equity Partners LTD), Stock Purchase Agreement (Brazil Fast Food Corp)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror the other party prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Autoinfo Inc), Agreement and Plan of Reorganization (Wachtel Harry M)
Lawsuits. Commence a lawsuit other than than: (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;Agreement or any Exhibits hereto.
Appears in 2 contracts
Samples: Confidentiality and Intellectual Property Agreement (Implant Sciences Corp), Agreement and Plan of Merger and Reorganization (Biodelivery Sciences International Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with the Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreementagainst the Acquiror or its agents;
Appears in 2 contracts
Samples: Purchase Agreement (Naviant Inc), Purchase Agreement (Naviant Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Stock Purchase Agreement (American Medical Systems Holdings Inc), Asset Purchase Agreement (Act Networks Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of billsobligations, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Agreement and Plan of Share Exchange (Cellegy Pharmaceuticals Inc), Agreement and Plan of Merger and Reorganization (Protein Design Labs Inc/De)
Lawsuits. Commence a lawsuit other than (i) for the routine collection -------- of bills, bills or (ii) in such cases where it it, in good faith faith, determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Convertible Note and Warrant Purchase Agreement (Rapidtron Inc), Unit Purchase Agreement (Rapidtron Inc)
Lawsuits. Commence a lawsuit Proceeding other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Voting Agreement (Neomagic Corp), Voting Agreement (Neomagic Corp)
Lawsuits. Commence a lawsuit or proceeding other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit or proceeding would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Capricorn prior to the filing of such a suitlawsuit or proceeding, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Business Acquisition Agreement, Business Acquisition Agreement (China Medical Technologies, Inc.)
Lawsuits. Commence a lawsuit lawsuit, other than (i) for the routine collection of bills, (ii) in such cases where it Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plumtree Software Inc), Agreement and Plan of Merger (Bea Systems Inc)
Lawsuits. Commence or settle a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence or settle the suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing or settlement of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Virage Logic Corp)
Lawsuits. (A) Commence a lawsuit other than (iI) for the routine collection of bills, (iiII) in such cases where it the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its the Company’s business, provided that it the Company consults with Acquiror Purchaser prior to the filing of such a suit, suit or (iiiIII) for a breach of this Agreement;; or (B) withdraw, compromise or settle any Legal Proceeding, including any matter disclosed on Section 3.8 of the Company Disclosure Schedule.
Appears in 1 contract
Samples: Share Purchase Agreement (Cohu Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection -------- of bills, (ii) in such cases where it in good faith reasonably determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sandpiper Networks Inc)
Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it where, after consultation with Parent, the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, business or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it the applicable Seller determines in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Business, provided that it the applicable Seller consults with Acquiror the Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided provided, that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of with respect to this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cytyc Corp)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, ; (ii) in such cases where it Company in good faith determines that failure to commence a suit would result in the material impairment of a valuable aspect of its Company’s business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or ; (iii) for a breach of or claim under this Agreement; or (iv) to clarify its obligations under this Agreement;
Appears in 1 contract
Lawsuits. Commence (A) commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror New Focus prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or (B) settle any lawsuit;
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (New Focus Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of this AgreementAgreement or related agreements;
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith reasonably determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided provided, that it consults with Acquiror the Parent prior to the filing of such a suit, or (iii) for a breach of with respect to this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror OWT prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Stock Purchase Agreement (Emcon)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement, or (iv) to clarify its obligations under this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement, the Confidentiality Agreement or any agreement that is an exhibit to this Agreement;
Appears in 1 contract
Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence commence a lawsuit relating to the Business other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Business, provided that it consults with Acquiror Acquirer prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit relating to the Business or Assets -------- other than (i) for the routine collection of bills, or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Business or Assets, provided that it consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Acquirer prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atheros Communications Inc)
Lawsuits. Commence a lawsuit other than (iA) for the routine collection of bills, (iiB) in such cases where it the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its the Company’s business, provided that it the Company consults with Acquiror Purchaser prior to the filing of such a suit, suit or (iiiC) for a breach of this Agreement;; or enter into any settlement agreement with respect to any lawsuit. (xiv)
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with the Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its Company’s business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of with respect to this AgreementAgreement and the transactions contemplated hereby;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Chembio prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trading Solutions Com Inc)
Lawsuits. (A) Commence a lawsuit other than (iI) for the routine collection of bills, (iiII) in such cases where it the Company in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Company Business, provided that it the Company consults with Acquiror prior to the filing of such a suit, suit or (iiiIII) for a breach of this Agreement;; or (B) enter into any settlement agreement with respect to any lawsuit. (xvi)
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror 724 Solutions prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Non Employee Shareholders' Agreement (724 Solutions Inc)
Lawsuits. Commence a lawsuit or arbitration proceeding other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect asset of its business, provided PROVIDED that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided provided, that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of with respect to this AgreementAgreement or the Related Agreements;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Measurex prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Data Measurement Corp)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Sedmet prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Stock Purchase Agreement (Entertainment Boulevard Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, (iii) to enforce its rights under the Stockholders Agreement, or (iiiiv) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magnavision Corporation)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Business, provided that it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;; (n)
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rational Software Corp)
Lawsuits. Commence a commence any lawsuit directly or indirectly relating to the Business, the Purchased Assets or the Purchased Contracts other than (i) for the routine collection of bills, bills or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Business, provided that it consults with Acquiror the Company shall notify the Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit or arbitration proceeding other -------- than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect asset of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (iiiii) in connection with the ordinary course of its claims settlement practices, (iii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it Target consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Old Guard Group Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Voting Agreement (Verticalbuyer Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it it, in good faith faith, determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach in connection with the enforcement of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Mdsi Mobile Data Solutions Inc /Can/)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (E Piphany Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Avesta and Avesta Technologies Canada prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Amalgamation (Avesta Technologies Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Asset Purchase Agreement (Progress Software Corp /Ma)
Lawsuits. Commence a lawsuit other than (iA) for the routine collection of bills, (iiB) in such cases where it the Company in good faith determines that failure to commence suit would result in the material Material impairment of a valuable aspect of its the Company’s business, provided that it the Company consults with Acquiror Purchaser prior to the filing of such a suit, suit or (iiiC) for a breach of this Agreement;; or enter into settlement agreements with respect to any such lawsuits with a value reasonably expected to be greater than $100,000 individually or $250,000 in the aggregate.
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Avant! prior to the filing of such a suit, or (iii) for a breach of this Agreement;; (r)
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Interactive Media Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Nexprise Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror EMCON prior to the filing of such a suit, or (iii) for a breach of this Agreement;; (o)
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Buyer prior to the filing of such a suit, suit or (iii) for a breach of to enforce its rights under this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lexmark International Inc /Ky/)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror the Purchasers prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such any cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror fonix prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessthe Company Business, provided that it the Company consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of with respect to this Agreement;
Appears in 1 contract
Lawsuits. Commence a material lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or any of the exhibits hereto or (iv) as a counterclaim to a lawsuit commenced against it;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, or (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;.
Appears in 1 contract
Samples: Equity Purchase Agreement (Electronics for Imaging Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, suit or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Offeror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement (Synaptics Inc)
Lawsuits. Commence a lawsuit other than (i) for the -------- routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or any Exhibits hereto;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gasonics International Corp)
Lawsuits. Commence a lawsuit other than (i1) for the routine collection of bills, (ii2) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror the Purchaser prior to the filing of such a suit, or (iii3) for a breach of with respect to this AgreementAgreement or the Related Agreements;
Appears in 1 contract
Samples: Execution Copy Option and Asset Purchase Agreement (Ats Medical Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Avant! prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessbusiness or legal right, provided that it consults with Acquiror Acquirer prior to the filing of such a suitsuit if reasonably practical, or (iii) for a breach of this AgreementAgreement or relating to the transactions contemplated hereby;
Appears in 1 contract
Samples: Asset Purchase Agreement (Atheros Communications Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it the Company’s Board of Directors in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its the Company’s business, provided that it consults Seller and the Company consult with Acquiror Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Option and Purchase Agreement (Netfabric Holdings, Inc)
Lawsuits. Commence a any lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable any aspect of its businessbusiness of the Company, provided that it consults with the Acquiror prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Purchaser prior to the filing of such a suit, or (iii) for a breach of this Agreement;; (q)
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it it, in good faith faith, determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror the Parent prior to the filing of such a suit, or (iii) for a breach of with respect to this Agreement;
Appears in 1 contract
Lawsuits. Commence commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it Sellers determine in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults Sellers consult with Acquiror the Acquirer prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Asset Purchase Agreement (Take Two Interactive Software Inc)
Lawsuits. Commence Other than with respect to the Excluded Business, commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it the Group Companies in good faith determines determine that failure to commence suit would result in the material impairment of a valuable aspect of its businessright, provided that it consults with Acquiror Purchaser prior to the filing of such a suit, suit or (iii) for a breach of to enforce its rights under this AgreementAgreement or to seek any other remedy in connection with this transaction;
Appears in 1 contract
Samples: Asset Purchase Agreement (Silicon Laboratories Inc.)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided provided, that it consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of with respect to this AgreementAgreement or the Related Agreements;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its businessbusiness or result in a loss of rights of substantial value, provided that it consults with Acquiror Acquirer prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Covad Communications Group Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine -------- collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror Xxxxxxxx.xxx prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Loudeye Technologies Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of be adverse to its business, provided that it consults with Acquiror Parent prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ivillage Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror prior to the filing of such a suit, or (iii) for a breach of this AgreementAgreement or otherwise in connection with interpretation or enforcement of any provision of this Agreement or any agreement or transaction contemplated hereby;
Appears in 1 contract
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror FullNet prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fullnet Communications Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (iiiii) in connection with the ordinary course of its claims settlement practices, (iii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it FHI consults with Acquiror Buyer prior to the filing of such a suit, or (iii) for a breach of this Agreement;
Appears in 1 contract
Samples: Stock Purchase Agreement (Mercer Insurance Group Inc)
Lawsuits. Commence a lawsuit other than (i) for the routine collection of bills, (ii) in such cases where it in good faith determines that failure to commence suit would result in the material impairment of a valuable aspect of its business, provided that it consults with Acquiror NGT prior to the filing of such a suit, or (iii) for a breach of this the Agreement;
Appears in 1 contract
