Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consent.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Quixote Corp), Agreement and Plan of Merger (Dynamex Inc), Agreement and Plan of Merger (Seabulk International Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consentwritten consent (which consent shall not be unreasonably withheld or delayed).
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Viasystems Group Inc), Agreement and Plan of Merger (Charlotte Russe Holding Inc), Agreement and Plan of Merger (Op Tech Environmental Services Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s 's prior consent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Warburg Pincus Private Equity IX, L.P.), Agreement and Plan of Merger (Seacor Holdings Inc /New/), Agreement and Plan of Merger (Leucadia National Corp)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no settlement or any such settlement litigation shall be agreed to without Parent’s prior consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Blue Martini Software Inc), Agreement and Plan of Merger (Bravo Holdco), Agreement and Plan of Merger (Vitria Technology Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors (as applicable) relating to the Transactionstransactions contemplated by this Agreement, provided that the Company shall in any event control such defense and/or settlement and no such settlement shall not be agreed required to without Parent’s prior consentprovide information if doing so would be reasonably expected to threaten the loss of any attorney-client privilege or other applicable legal privilege.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (Kinder Morgan, Inc.), Agreement and Plan of Merger (Kinder Morgan Management LLC)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consent, which consent shall not be unreasonably withheld or delayed.
Appears in 3 contracts
Samples: Tender Offer and Merger Agreement (Five Star Products Inc), Agreement and Plan of Merger (Autoinfo Inc), Tender Offer and Merger Agreement (National Patent Development Corp)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or Company, its directors and/or officers relating to the Transactionstransactions contemplated by this Agreement, provided, however, that (i) the Company shall in any event control such defense and/or settlement and shall not be required to provide information if doing so would be reasonably expected to threaten the loss of any attorney-client privilege or other applicable legal privilege and (ii) no such settlement shall be agreed to without Parent’s prior consentconsent (not to be unreasonably withheld, delayed or conditioned).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Transocean Ltd.), Agreement and Plan of Merger (Transocean Partners LLC)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consentconsent (not to be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Willis Group Holdings LTD), Agreement and Plan of Merger (Hilb Rogal & Hobbs Co)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated in this Agreement, and no such settlement shall be agreed to without Parent’s prior consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Restore Medical, Inc.), Security Agreement (Ats Medical Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in (but not control) the defense or settlement of any securityholder litigation against the Company and/or or its directors relating to the Transactions, subject to a customary joint defense agreement, and no such settlement shall be agreed to without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Covance Inc), Agreement and Plan of Merger (Laboratory Corp of America Holdings)
Securityholder Litigation. (a) The Company shall give the Parent the opportunity right to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors the Company Board relating to the Contemplated Transactions, and . In no event shall the Company enter into or agree to any settlement with respect to such settlement shall be agreed to securityholder litigation without the Parent’s prior consentwritten consent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Advanced Photonix Inc), Agreement and Plan of Merger and Reorganization (Luna Innovations Inc)
Securityholder Litigation. The Company shall give Parent the opportunity opportunity, subject to a customary joint defense agreement, to participate in in, but not control, the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s 's prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Cannabis Company, Inc.), Agreement and Plan of Merger (American Cannabis Company, Inc.)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to this Agreement, the TransactionsMerger or the transactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior consent, which consent will not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: __________________________________________________________________________________________________________________________ Agreement and Plan of Merger (Ceridian Corp /De/), Agreement and Plan of Merger (Comdata Network, Inc. Of California)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated hereby, provided that the Company shall in any event control such defense and/or settlement (subject to Section 5.2(a)(xiii)) and no such settlement shall not be agreed required to without Parent’s prior consentprovide information if doing so would be reasonably expected to threaten the loss of any attorney-client privilege or other applicable legal privilege.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Copano Energy, L.L.C.), Agreement and Plan of Merger (Kinder Morgan Energy Partners L P)
Securityholder Litigation. (a) The Company shall give Parent the opportunity right to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors the Company Board relating to the Contemplated Transactions, and . In no event shall the Company enter into or agree to any settlement with respect to such settlement shall be agreed to securityholder litigation without Parent’s prior consentwritten consent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Spectrum Pharmaceuticals Inc), Agreement and Plan of Merger (Allos Therapeutics Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the TransactionsMerger, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ladish Co Inc), Agreement and Plan of Merger (Allegheny Technologies Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consentwritten consent (which consent shall not be unreasonably withheld, delayed or conditioned).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Viasystems Group Inc), Agreement and Plan of Merger (TTM Technologies Inc)
Securityholder Litigation. The Company shall control and shall give Parent Parent, at its sole cost and expense, the opportunity to participate in in, the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated in this Agreement, and no such settlement shall be agreed to without Parent’s prior consentconsent (such consent not to be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Agreement of Merger (Mellanox Technologies, Ltd.), Agreement of Merger (Voltaire Ltd.)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s 's prior consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Invision Technologies Inc), Agreement and Plan of Merger (Ionics Inc)
Securityholder Litigation. (a) The Company shall give Parent the opportunity right to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors the Company Board relating to the Contemplated Transactions, and . In no event shall the Company enter into or agree to any settlement with respect to such settlement shall be agreed to securityholder litigation without the Parent’s prior consentwritten consent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp), Agreement and Plan of Merger and Reorganization (TEKMIRA PHARMACEUTICALS Corp)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in participate, subject to a customary joint defense agreement, in, but not control, the defense or settlement of any securityholder litigation against the Company and/or or its directors relating to the Merger Transactions, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Delek US Holdings, Inc.), Agreement and Plan of Merger (Alon USA Energy, Inc.)
Securityholder Litigation. (a) The Company shall give the Parent the opportunity right to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors the Company Board relating to the Contemplated Transactions. In no event shall the Company enter into or agree to any settlement with respect to such securityholder litigation without the Parent's prior written consent (which consent shall not be unreasonably withheld, and no such settlement shall be agreed to without Parent’s prior consentconditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger And (Amag Pharmaceuticals Inc.), Agreement and Plan of Merger And (Allos Therapeutics Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, other than any litigation related solely to the Spin-Off, and no such settlement shall be agreed to without Parent’s 's prior consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in (but not control) the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, subject to a customary joint defense agreement, and no such settlement shall be agreed to without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions0the Merger, and no such settlement shall be agreed to without Parent’s 's prior consent, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Leucadia National Corp)
Securityholder Litigation. The Company shall give Parent the opportunity to participate participate, prior to the Effective Time, in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to before the Effective Time without Parent’s 's prior consent, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magellan Health Services Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consent, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated hereby, and no such settlement relating to the Company shall be agreed to without Parent’s 's prior consentwritten consent which, prior to the Effective Time, shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no settlement or any such settlement litigation shall be agreed to without Parent’s 's prior consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no settlement of any such settlement litigation shall be agreed to without Parent’s prior consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior consent, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lufkin Industries Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consentwritten consent (which consent shall not be unreasonably withheld, conditioned, or delayed).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nevada Gold & Casinos Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, other than any litigation related solely to the Spin-Off, and no such settlement shall be agreed to without Parent’s prior consent.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated hereby, and no such settlement shall be agreed to without Parent’s prior consentwritten consent if the aggregate of all such settlements is in excess of $5,000,000 exclusive of insurance proceeds or would materially impair the ability of the Company to consummate any of the transactions contemplated hereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Wheeling Pittsburgh Corp /De/)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to to, or brought in connection with, the Merger or the other Transactions, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Morton Industrial Group Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in participate, subject to a customary joint defense agreement, in, but not control, the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Motorola Mobility Holdings, Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or or its directors relating to the Transactions, and no such Transactions in accordance with the terms of a mutually agreed upon joint defense agreement. The Company may not enter into any settlement shall be agreed agreement in respect of any securityholder litigation against the Company or its directors relating to the Transactions without Parent’s 's prior consentwritten consent (such consent not to be unreasonably withheld or delayed).
Appears in 1 contract
Samples: Agreement and Plan of Merger (True Religion Apparel Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consent, which shall not be unreasonably withheld.
Appears in 1 contract
Samples: Agreement and Plan of Merger (STARLIMS Technologies LTD)
Securityholder Litigation. The Company shall give Parent the opportunity right to participate in (but not control) the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and the right to consult on the settlement with respect to such litigation, and the Company shall in good faith take Parent’s views into account, but no such settlement shall be agreed to without Parent’s prior written consent. The Company shall promptly notify Parent of any such litigation.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consentconsent (such consent not to be unreasonable withheld, conditioned or delayed).
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s 's prior consentconsent (which shall not be unreasonably withheld or delayed).
Appears in 1 contract
Samples: Agreement and Plan of Merger (SBS Technologies Inc)
Securityholder Litigation. The Company shall give Parent the opportunity (at Parent’s sole cost and expense) to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consent, which shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On Track Innovations LTD)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld or delayed.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consentconsent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that subject to the foregoing, the parties hereto acknowledge and agree that the Company shall control the defense of any such litigation.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against or involving the Company and/or its directors and officers relating to this Agreement or the Transactions, and no such settlement shall be agreed to without Parent’s prior consentconsent (which shall not be unreasonably withheld).
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity right to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and . In no event shall the Company enter into or agree to any settlement with respect to such settlement shall be agreed to securityholder litigation without Parent’s prior written consent.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactionstransactions contemplated in this Agreement (“Securityholder Litigation”), and no such settlement shall be agreed to without Parent’s prior consent.
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in (but not control) the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, subject to a customary joint defense agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Medtox Scientific Inc)
Securityholder Litigation. The Company shall give Parent the opportunity to participate in (but not control) the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consentwritten consent (which consent will not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Securityholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no settlement of any such settlement litigation shall be agreed to without Parent’s 's prior consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 1 contract
