Common use of Shareholder Litigation Clause in Contracts

Shareholder Litigation. The parties to this Agreement shall cooperate and consult with one another, to the fullest extent possible, in connection with any shareholder litigation against any of them or any of their respective directors or officers with respect to the transactions contemplated by this Agreement. In furtherance of and without in any way limiting the foregoing, each of the parties shall use its respective reasonable best efforts to prevail in such litigation so as to permit the consummation of the transactions contemplated by this Agreement in the manner contemplated by this Agreement. Notwithstanding the foregoing, the Company shall not compromise or settle any litigation commenced against it or its directors or officers relating to this Agreement or the transactions contemplated hereby (including the Merger) without Parent's prior written consent, which consent Parent shall not unreasonably withhold.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Roadway Corp), Agreement and Plan of Merger (Arnold Industries Inc)

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Shareholder Litigation. The parties to this Agreement Parties shall cooperate and consult with one another, to the fullest extent possible, in connection with any shareholder stockholder litigation against any of them or any of their respective directors or officers with respect to the transactions contemplated by this Agreement. In furtherance of and without in any way limiting the foregoing, each of the parties Parties shall use its respective commercially reasonable best efforts to prevail in such litigation so as to permit the consummation of the transactions contemplated by this Agreement in the manner contemplated by this Agreement. Notwithstanding the foregoing, the Company shall not compromise or settle any litigation commenced against it or its directors or officers relating to this Agreement or the transactions contemplated hereby (including the Merger) without Parent's prior written consent, which consent Parent shall not be unreasonably withholdwithheld or delayed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Whitman Education Group Inc)

Shareholder Litigation. The parties to this Agreement shall cooperate and consult with one another, to the fullest extent possible, in connection with any shareholder litigation against any of them or any of their respective directors or officers with respect to the transactions contemplated by this Agreement. In furtherance of and without in any way limiting the foregoing, each of the parties shall use its respective reasonable best efforts to prevail in such litigation so as to permit the consummation of the transactions contemplated by this Agreement in the manner contemplated by this Agreement. Notwithstanding the foregoing, the Company shall agrees that it will not compromise or settle any litigation commenced against it or its directors or officers relating to this Agreement or the transactions contemplated hereby (including the Merger) without ParentBuyer's prior written consent, which consent Parent shall not be unreasonably withholdwithheld.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Parker Hannifin Corp), Agreement and Plan of Merger (Commercial Intertech Corp)

Shareholder Litigation. The parties to this Agreement Parties shall cooperate and consult with one another, to the fullest extent possible, in connection with any shareholder stockholder litigation against any of them or any of their respective directors or officers with respect to the transactions contemplated by this Agreement. In furtherance of and without in any way limiting the foregoing, each of the parties Parties shall use its respective reasonable best efforts to prevail in such litigation so as to permit the consummation of the transactions contemplated by this Agreement in the manner contemplated by this Agreement. Notwithstanding the foregoing, the Company shall not compromise or settle any litigation commenced against it or its directors or officers relating to this Agreement or the transactions contemplated hereby (including the Merger) without Parent's prior written consent, which consent Parent shall not be unreasonably withholdwithheld.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Career Education Corp), Agreement and Plan of Merger (Edutrek Int Inc)

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Shareholder Litigation. The parties to this Agreement agreement shall cooperate and consult with one another, to the fullest extent possible, in connection with any shareholder stockholder litigation against any of them or any of their respective directors or officers with respect to the transactions contemplated by this Agreement. In furtherance of and without in any way limiting the foregoing, each of the parties shall use its respective reasonable best efforts to prevail in such litigation so as to permit the consummation of the transactions contemplated by this Agreement in the manner contemplated by this Agreement. Notwithstanding the foregoing, the Company shall not compromise or settle any litigation commenced against it or its directors or officers relating to this Agreement or the transactions contemplated hereby (including the Merger) without Parent's prior written consent, which consent Parent shall not be unreasonably withholdwithheld.

Appears in 1 contract

Samples: Acquisition Agreement (Alloy Inc)

Shareholder Litigation. The parties to this Agreement agreement shall cooperate and consult with one another, to the fullest extent possible, in connection with any shareholder stockholder litigation against any of them or any of their respective directors or officers with respect to the transactions contemplated by this Agreement. In furtherance of and without in any way limiting the foregoing, each of the parties shall use its respective reasonable best efforts to prevail in such litigation so as to permit the consummation of the transactions contemplated by this Agreement in the manner contemplated by this Agreement. Notwithstanding the foregoing, the Company shall not compromise or settle any litigation commenced against it or its directors or officers relating to this Agreement or the transactions contemplated hereby (including the Merger) without Parent's ’s prior written consent, which consent Parent shall not be unreasonably withholdwithheld.

Appears in 1 contract

Samples: Acquisition Agreement (Alloy Inc)

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