Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Omrix Biopharmaceuticals, Inc.), Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (Conor Medsystems Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld or delayed).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Smithfield Foods Inc), Agreement and Plan of Merger (Ihop Corp), Agreement and Plan of Merger (Premium Standard Farms, Inc.)
Stockholder Litigation. The Company shall promptly notify Parent in writing of, and shall give Parent the opportunity to participate in the defense and settlement, of any stockholder claim or litigation (including any class action or derivative litigation) against or otherwise involving the Company and/or any of its directors or officers relating to this Agreement, the Merger or any of the other Transactions. No compromise or full or partial settlement of any stockholder such claim or litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to by the Company without Parent’s prior written consentconsent (such consent not to be unreasonably withheld or conditioned).
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Aml Communications Inc), Agreement and Plan of Merger (Aml Communications Inc), Agreement and Plan of Merger (Aml Communications Inc)
Stockholder Litigation. The Company shall promptly notify Parent and give Parent the opportunity to participate in the defense or settlement of any Action brought by any stockholder litigation of the Company against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no settlement of any such settlement Action shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld or delayed.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Hudson Holding Corp), Agreement and Plan of Merger (Kbw, Inc.), Agreement and Plan of Merger (Stifel Financial Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors or officers relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Azz Inc), Agreement and Plan of Merger (Cougar Biotechnology, Inc.), Agreement and Plan of Merger (Gentek Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement or the Stockholder Agreement, and no such settlement shall be agreed to without Parent’s 's prior written consent.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Animas Corp), Agreement and Plan of Merger (Orapharma Inc), Merger Agreement (3 Dimensional Pharmaceuticals Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation (including any class action or derivative litigation) against the Company and/or any of its directors or officers relating to the transactions contemplated by this Agreement, the Offer, the Merger or any of the other Contemplated Transactions or the Stockholder Agreements, and no compromise or full or partial settlement of any such settlement litigation shall be agreed to by the Company without Parent’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Diedrich Coffee Inc), Agreement and Plan of Merger (Peets Coffee & Tea Inc), Agreement and Plan of Merger (Diedrich Coffee Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the Merger and the other transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s the prior written consentconsent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tween Brands, Inc.), Agreement and Plan of Merger (Standard Microsystems Corp), Agreement and Plan of Merger (Conexant Systems Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions Transactions contemplated by this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced prior to or after the date hereof against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, and no such settlement shall be agreed to the Offer, the Merger, any other Transaction contemplated hereby or otherwise, without Parent’s the prior written consentconsent of Parent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (American Land Lease Inc), Agreement and Plan of Merger (Amazon Com Inc), Agreement and Plan of Merger (Audible Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate at Parent’s expense in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to any Transaction and the transactions contemplated by this Agreement, and no Company shall not agree to any such settlement shall be agreed to without Parent’s prior written consent.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ruby Merger Corp.), Agreement and Plan of Merger (Retek Inc), Agreement and Plan of Merger (Ruby Merger Corp.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or any of its directors relating to the transactions contemplated by this Agreement, the Transaction Documents or the Merger; and no such settlement shall be agreed to without Parent’s prior written 's consent, which consent will not be unreasonably withheld.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ivillage Inc), Agreement and Plan of Merger (Promotions Com Inc), Agreement and Plan of Merger (Ivillage Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement or the Stockholder Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Closure Medical Corp), Agreement and Plan of Merger (Animas Corp), Agreement and Plan of Merger (Closure Medical Corp)
Stockholder Litigation. The Company shall give Parent Parent, at its own cost and expense, the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreement; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's consent, which consent shall not be unreasonably withheld.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Egan Charles), Agreement and Plan of Merger (Sherrill Stephen), Agreement and Plan of Merger (Cort Business Services Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company or its Subsidiaries and/or its their respective directors or officers relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Greenfield Online Inc), Agreement and Plan of Merger (Microsoft Corp), Agreement and Plan of Merger (Greenfield Online Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation that currently exists or arises after the date of this Agreement against the Company and/or or its directors or officers relating to any of the transactions contemplated by this Agreementhereby, and no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld or delayed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Peoplesoft Inc), Agreement and Plan of Merger (Oracle Corp /De/), Agreement and Plan of Merger (Oracle Corp /De/)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreementthe Transaction Agreements; provided, and however, that no such settlement shall involving a remedy other than money damages that will be agreed to without Parent’s prior written consent.an Assumed
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gaylord Entertainment Co), Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Westinghouse Electric Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to any of the transactions contemplated by this AgreementTransactions; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, not to be unreasonably withheld or delayed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (BAE Systems, Inc.), Agreement and Plan of Merger (Bae Systems PLC), Agreement and Plan of Merger (MTC Technologies Inc)
Stockholder Litigation. The Company shall give the Parent the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreement, Agreement or the Merger; and no such settlement shall be agreed to without the Parent’s prior written 's consent, which consent will not be unreasonably withheld.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Women Com Networks Inc), Agreement and Plan of Merger (Hearst Communications Inc), Agreement and Plan of Merger (Ivillage Inc)
Stockholder Litigation. The Company shall give Parent the reasonable opportunity to participate participate, subject to a customary joint defense agreement, in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s the prior written consentconsent of Parent (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bally Technologies, Inc.), Agreement and Plan of Merger (WMS Industries Inc /De/), Agreement and Plan of Merger (Scientific Games Corp)
Stockholder Litigation. The Company shall give Parent and its counsel the opportunity to participate in the defense or settlement of any stockholder stockholders litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, Agreement and no settlement of any such settlement litigation shall be agreed to without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Atheros Communications Inc), Agreement and Plan of Merger (Logicvision Inc), Agreement and Plan of Merger (Intellon Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentconsent (which may be given or withheld in Parent’s sole discretion).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Flir Systems Inc), Agreement and Plan of Merger (Icx Technologies Inc), Agreement and Plan of Merger (Flir Systems Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate at its own expense in the defense or settlement of any stockholder litigation against the Company and/or its directors or Affiliates relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentconsent (which shall not be unreasonably withheld, conditioned or delayed).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (SP Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.), Agreement and Plan of Merger (Green Bancorp, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementMerger or any other Transaction; provided, and however, that no settlement of any such settlement obligation shall be agreed to without Parent’s prior written consent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Jorgensen Earle M Co /De/)
Stockholder 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 stockholder litigation against the Company and/or or its directors or officers relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consentconsent (not to be unreasonably withheld, delayed or conditioned).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Playtex Products Inc), Agreement and Plan of Merger (Energizer Holdings Inc), Agreement and Plan of Merger (Energizer Holdings Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement or the Voting Agreement, and no such settlement in respect of any such litigation shall be agreed to without Parent’s 's prior written consent.
Appears in 3 contracts
Samples: Exhibit 1 Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Olin Corp), Agreement and Plan of Merger (Chase Industries Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement. The Company agrees that it shall not settle or offer to settle any litigation commenced on or after the date hereof against the Company or any of its directors or executive officers by any stockholder of the Company relating to this Agreement, and no such settlement shall be agreed to the Merger, any other transaction contemplated hereby or otherwise, without Parent’s the prior written consentconsent of Parent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Mci Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any stockholder litigation against the Company and/or its officers or directors relating to the Mergers or any of the other transactions contemplated by this Agreement, and no such . The Company shall not enter into any settlement shall be agreed agreement in respect of any stockholder litigation against the Company and/or its directors or officers relating to the First Company Merger or any of the other transactions contemplated hereby without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pioneer Energy Services Corp), Agreement and Plan of Merger (Patterson Uti Energy Inc), Agreement and Plan of Merger (Patterson Uti Energy Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any stockholder litigation against the Company and/or its officers or directors relating to any of the transactions contemplated by this AgreementContemplated Transactions, and no such settlement shall be agreed to without Parent’s prior written consentconsent in accordance with clause “(xvii)” of Section 5.2.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Opnet Technologies Inc), Agreement and Plan of Merger (Riverbed Technology, Inc.)
Stockholder Litigation. The Company or Parent shall give Parent the other party the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors or Parent and its directors, as the case may be, relating to the transactions contemplated by this AgreementAgreement or the Merger; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consentconsent (which consent shall not be unreasonably withheld).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (RCN Corp /De/), Agreement and Plan of Merger (NEON Communications Group, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreementany Transaction, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exar Corp), Agreement and Plan of Merger (Hi/Fn Inc)
Stockholder Litigation. The Company shall give the Parent the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementAgreement or the Merger; provided, and however, that no such settlement shall be agreed to without the Parent’s prior written 's consent, which consent will not be unreasonably withheld; and, provided, further, that to the extent Parent seeks Company's cooperation in the defense or settlement of such Litigation, Parent shall enter into an appropriate joint defense agreement with the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Parcel Service Inc), Agreement and Plan of Merger (Fritz Companies Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this AgreementMerger or any of the other Transactions, and no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Voting Agreement (Iomai Corp), Agreement and Plan of Merger (SGX Pharmaceuticals, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this AgreementTransactions. The Company shall not settle any such action without the prior consent of Parent (which shall not be unreasonably withheld, and no delayed or conditioned) unless such settlement shall be agreed does not provide for monetary damages, the terms of such settlement are not in any way detrimental to without Parent’s prior written consentParent or the Surviving Company and such settlement does not contain any admission detrimental to Parent or the Surviving Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hercules Inc), Agreement and Plan of Merger (Ashland Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s the prior written consentconsent of Parent, which shall not be unreasonably withheld or delayed in the event that the settlement would not be material.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commonwealth Telephone Enterprises Inc /New/), Agreement and Plan of Merger (Citizens Communications Co)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and and, subject to the proviso in Section 7.1(v), no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cpi International, Inc.), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)
Stockholder Litigation. The Company shall promptly notify Parent and give Parent the opportunity to participate in the defense or settlement of any Action brought by any stockholder litigation of the Company against the Company and/or its directors relating to the transactions contemplated by this Agreement, Agreement and no settlement of any such settlement Action shall be agreed to without Parent’s prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixia), Agreement and Plan of Merger (Catapult Communications Corp)
Stockholder Litigation. The Company shall give Parent the opportunity opportunity, at Parent’s expense, to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cruzan International, Inc.), Agreement and Plan of Merger (Absolut Spirits CO INC)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in in, but not control, the defense or settlement of any stockholder litigation against the Company and/or any of its directors or officers relating to this Agreement, the Merger or any of the transactions contemplated by this Agreementhereby, and no such settlement of any stockholder litigation shall be agreed to without Parent’s prior written consentconsent (which consent shall not be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Conmed Healthcare Management, Inc.), Agreement and Plan of Merger (Conmed Healthcare Management, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors relating to the Merger or the other transactions contemplated by this Agreement; provided, and however, that no such settlement shall be agreed to without Parent’s 's prior written consent, which consent will not be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Caremark Rx Inc), Agreement and Plan of Merger (Advancepcs)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementAgreement or the Merger; provided, and however, for so long as this Agreement has not been terminated, no such settlement shall be agreed to without Parent’s prior written consent's consent which consent will not be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cfi Proservices Inc), Agreement and Plan of Merger (Harland John H Co)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions 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 (Overseas Shipholding Group Inc), Agreement and Plan of Merger (Maritrans Inc /De/)
Stockholder Litigation. The Company Parent shall give Parent the Company the opportunity to participate in the in, subject to a customary joint defense or settlement of agreement, any stockholder litigation against the Company and/or Parent, its managers, directors or officers relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no settlement of any such settlement litigation shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Camden Learning CORP), Registration Rights Agreement (Camden Learning CORP)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, the Offer, the Merger or the other Transactions, and no such settlement shall be agreed to without Parent’s prior written consent, which prior to the Acceptance Time shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Galderma Laboratories, Inc.), Agreement and Plan of Merger (Collagenex Pharmaceuticals Inc)
Stockholder Litigation. The Company shall give Parent ----------------------- the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's -------- ------- consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Diatide Inc), Agreement and Plan of Merger (Schering Berlin Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's consent, which shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), Amended And (Credit Suisse/)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreement, and the Initial Offer, the Subsequent Offer or the Merger; provided, however, that no such settlement shall be agreed to without Parent’s prior written consent's consent which consent will not be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Electric Co), Agreement and Plan of Merger (Showpower Inc)
Stockholder Litigation. The Company Parent shall give Parent the Company the opportunity to participate in participated in, and if the Company so elects, Parent and the Company shall reasonably cooperate with respect to, the defense or settlement of any stockholder litigation against the Company Parent and/or its directors or executive officers relating to the transactions Merger, this Agreement or any transaction contemplated by this Agreement, whether commenced prior to or after the execution and no delivery of this Agreement, and shall not settle or offer to settle any such settlement shall be agreed to litigation without Parent’s the prior written consentconsent of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trimeris Inc), Agreement and Plan of Merger (Synageva Biopharma Corp.)
Stockholder 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 stockholder litigation against the Company and/or or its directors or officers relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bj Services Co), Agreement and Plan of Merger (Baker Hughes Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate participate, at Parent’s cost and expense, in the defense or settlement of any stockholder litigation that currently exists or arises after the date of this Agreement against the Company and/or or its directors relating to the transactions contemplated by this Agreementor officers, and no such settlement shall be agreed to without Parent’s prior written consentconsent (which shall not be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verifone Systems, Inc.), Agreement and Plan of Merger (Hypercom Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate participate, at the expense of Parent, in the defense or settlement of any stockholder litigation against the Company and/or and its directors Representatives relating to the transactions contemplated by this Agreement; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's consent, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bertuccis Inc), Agreement and Plan of Merger (Holmes Products Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement or the Stockholder Agreement, and no such settlement shall be agreed to without Parent’s 's prior written consent, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Therasense Inc), Agreement and Plan of Merger (Therasense Inc)
Stockholder Litigation. The Each of Parent and the Company shall give Parent cooperate with the opportunity to participate other in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and but no such settlement shall be agreed to without Parent’s the prior written consentconsent of Parent and the Company, which consent shall not be withheld unreasonably.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Celgene Corp /De/), Agreement and Plan of Merger (Pharmion Corp)
Stockholder Litigation. The Company shall give Parent ----------------------- the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's -------- ------- consent, which shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Rights Agreement (Union Texas Petroleum Holdings Inc), Rights Agreement (Atlantic Richfield Co /De)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentconsent (which consent shall not be unreasonably withheld, delayed or conditioned).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clarient, Inc), Agreement and Plan of Merger (General Electric Co)
Stockholder Litigation. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, including the Merger, and no such settlement shall be agreed to without Parent’s the prior written consentconsent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). The Company shall promptly notify Parent of any such litigation and shall keep Parent reasonably and promptly informed with respect to the status thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orbitz Worldwide, Inc.), Agreement and Plan of Merger (Expedia, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.this
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Camco International Inc), Agreement and Plan of Merger (Camco International Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or or its directors relating to arising after the date of this Agreement as a result of the transactions contemplated by this Agreement, and with respect to any settlement in connection therewith settled solely for monetary damages not entirely paid for with proceeds of insurance, no such settlement shall be agreed to occur without Parent’s prior written consent, not to be unreasonably withheld. It is understood and agreed that this Section 6.14 shall not give Parent the right to direct any such defense.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stanley, Inc.), Agreement and Plan of Merger (Cgi Group Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the in, subject to a customary joint defense or settlement agreement, of any stockholder litigation against the Company and/or or its directors or officers relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no settlement of any such settlement litigation shall be agreed to without Parent’s prior written 's consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Employers Holdings, Inc.), Agreement and Plan of Merger (Amcomp Inc /Fl)
Stockholder Litigation. The Company shall promptly notify Parent and give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Action brought by any Stockholder against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no settlement of any such settlement Action shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ixia), Side Agreement (Tekelec)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), And Restated Agreement and Plan of Merger (Masco Corp /De/)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation brought by stockholders of the Company against the Company and/or its directors relating to the transactions contemplated by this AgreementTransactions, and no such settlement the Company shall be agreed not compromise, settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any litigation arising or resulting from the Transactions or consent to the same without Parent’s the prior written consentconsent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ceradyne Inc), Agreement and Plan of Merger (Titanium Metals Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementMerger or any other Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Coast Hotels & Casinos Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any stockholder litigation against the Company and/or its directors relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s 's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (EGL Holding CO), Agreement and Plan of Merger (Select Medical Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Action against the Company and/or its directors or officers relating to the transactions contemplated by this AgreementTransactions. The Company agrees that it shall not settle or offer to settle any Action against the Company and/or any of its directors or officers relating to the Transactions, and no such settlement shall be agreed to without first consulting with Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Goodrich Corp), Agreement and Plan of Merger (United Technologies Corp /De/)
Stockholder Litigation. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementMerger and the Transactions; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cambridge Display Technology, Inc.), Agreement and Plan of Merger (Imperial Industries Inc)
Stockholder Litigation. The Company shall give Parent the reasonable opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s 's prior written consent, which consent shall not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nine West Group Inc /De), Agreement and Plan of Merger (Jones Apparel Group Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or or its directors relating to arising after the transactions contemplated by date of this AgreementAgreement as a result of the Transactions, and no such settlement shall be agreed to occur without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed. It is understood and agreed that this Section 6.12 shall not give Parent the right to direct any such defense.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arbitron Inc), Agreement and Plan of Merger (Nielsen Holdings N.V.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alberto-Culver CO), Agreement and Plan of Merger (Unilever N V)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement or the Stockholder Agreement; provided, and however, that no such settlement shall be agreed to without Parent’s 's prior written consent, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Johnson & Johnson), Agreement and Plan of Merger (Heartport Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation brought by stockholders of the Company against the Company and/or its directors relating to the transactions contemplated by this AgreementTransactions and the Company shall not compromise, and no such settlement shall be agreed settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any litigation arising or resulting from the Transactions or consent to the same without Parent’s the prior written consentconsent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Martek Biosciences Corp), Agreement and Plan of Merger (Kensey Nash Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any stockholder litigation against the Company and/or its officers or directors relating to the Merger or any of the other transactions contemplated by this Agreement, and no such . The Company shall not enter into any settlement shall be agreed agreement in respect of any stockholder litigation against the Company and/or its directors or officers relating to the Merger or any of the other transactions contemplated hereby without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aruba Networks, Inc.), Agreement and Plan of Merger (Hewlett Packard Co)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to any Transaction; provided, however, that the transactions contemplated by this Agreement, and no Company shall not enter into any such settlement shall be agreed to without Parent’s prior written 's consent, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forrester Research Inc), Agreement and Plan of Merger (National Vision Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent, such consent not to be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trane Inc.), Agreement and Plan of Merger (Ingersoll Rand Co LTD)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreementhereby, and no such settlement litigation shall be agreed to settled without Parent’s prior written consent.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sirna Therapeutics Inc), Agreement and Plan of Merger (Merck & Co Inc)
Stockholder Litigation. (a) The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consents not to be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alpharma Inc), Agreement and Plan of Merger (King Pharmaceuticals Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in in, but not control, the defense or settlement of any stockholder litigation against the Company and/or any of its directors or officers relating to this Agreement, the Merger or any of the transactions contemplated by this Agreementhereby, and no such settlement of any stockholder litigation shall be agreed to without Parent’s prior written consentconsent (which shall not be unreasonably withheld or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ust Inc), Agreement and Plan of Merger (Altria Group, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in in, but not control, the defense or settlement of any stockholder litigation against the Company and/or or its directors or officers relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consentconsent (not to be unreasonably withheld).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Halliburton Co), Agreement and Plan of Merger (Baker Hughes Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hallwood Group Inc), Agreement and Plan of Merger (Hallwood Trust /Tx/)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreementany Transaction; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, such consent not to be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hisamitsu U.S., Inc.), Agreement and Plan of Merger (Noven Pharmaceuticals Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation (including any class action or derivative litigation) against the Company and/or any of its directors or officers relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement or the Voting Agreement, and no compromise or full or partial settlement of any such settlement litigation shall be agreed to by the Company without Parent’s prior written consent. Any such participation by Parent shall be at Parent’s sole cost and expense.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foundry Networks Inc), Agreement and Plan of Merger (Foundry Networks Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to any of the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consenthereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Defense Industries Inc), Agreement and Plan of Merger (United Defense Industries Inc)
Stockholder Litigation. The Company Parent shall give Parent the Company the opportunity to participate in the defense or settlement of any stockholder litigation against the Company Parent and/or its directors or officers relating to the transactions contemplated by this Agreement. Parent agrees that it shall not settle or offer to settle any litigation against Parent or any of its directors or officers by any stockholder of Parent relating to this Agreement, and no such settlement shall be agreed to the Merger, any other transaction contemplated by this Agreement or otherwise, without Parent’s the prior written consentconsent of the Company (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rimrock Gold Corp.), Agreement and Plan of Merger (Ubiquity Broadcasting Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its officers or directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consentTransactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Odyssey Healthcare Inc), Agreement and Plan of Merger (Gentiva Health Services Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Action against the Company and/or its directors or officers relating to the transactions contemplated by this AgreementTransactions and consult with Parent in connection with material strategic decisions relating to the defense or settlement of any such Action. Without limitation to Section 4.1, and no such settlement the Company agrees that it shall be agreed not settle or offer to settle any Action against the Company and/or any of its directors or officers relating to the Transactions, without Parent’s the prior written consentconsent of Parent, not to be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (XPO Logistics, Inc.), Agreement and Plan of Merger (Con-Way Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors or officers relating to the transactions contemplated Transactions. The Company agrees that it shall not settle or offer to settle any litigation against the Company or any of its directors or officers by any stockholder of the Company relating to this Agreement, and no such settlement shall be agreed to the Merger, any other Transaction or the Offer, without Parent’s the prior written consentconsent of Parent, such consent not to be unreasonably withheld.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Temple Inland Inc)
Stockholder 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 stockholder litigation against the Company and/or and its directors relating to any of the transactions contemplated by this Agreementhereby; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's consent, which shall not be unreasonably withheld, delayed or conditioned.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DRS Technologies Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this AgreementAgreement and the Merger; provided, and however, that no such settlement shall be agreed to without Parent’s prior written 's consent, which consent will not be unreasonably withheld.
Appears in 1 contract
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or or its directors relating to as a result of the transactions contemplated by this AgreementMerger, and no provided, that the Company shall not settle any such litigation without the prior consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement shall be agreed obligates the Company to without Parent’s prior written consentmake a monetary payment that is not paid or reimbursed or otherwise indemnified entirely by the Company's insurance provider or another third party.
Appears in 1 contract
Samples: Agreement and Plan of Merger (99 Cents Only Stores)
Stockholder Litigation. The Company shall give Parent the opportunity to participate (at Parent’s expense) in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this AgreementTransactions, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, delayed or conditioned).
Appears in 1 contract
Samples: Agreement and Plan of Merger (L-1 Identity Solutions, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any action, suit, or claim or legal, administrative or arbitration proceeding or investigation brought by any stockholder litigation of the Company against the Company and/or its directors relating to the transactions contemplated by this AgreementTransactions, and no such settlement shall be agreed to without Parent’s prior written consent, not to be unreasonably withheld.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stratos International Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and any related litigation, negotiation or proceedings under the Company’s insurance policies, and no such settlement shall be agreed to without Parent’s prior written consentconsent (such consent not to be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eresearchtechnology Inc /De/)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or and settlement of any stockholder litigation against the Company and/or its directors relating to this Agreement and the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Stockholder Litigation. The Company shall keep Parent informed of, and give Parent the opportunity to participate in the defense or settlement of of, any stockholder litigation against the Company and/or or its directors relating to the transactions Transactions contemplated by this Agreement. The Company shall not enter into any settlement of such stockholder litigation against the Company or its directors which provides for injunctive relief against the Company, and no such settlement shall be agreed to Parent or Purchaser or monetary payment by the Company, in either case without the consent of Parent’s prior written consent.
Appears in 1 contract
Stockholder Litigation. (a) The Company shall give Parent the opportunity to participate at its own expense in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the Merger or any other transactions contemplated by this Agreementhereby; provided, and however, that no such settlement shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation Action against the Company and/or its directors or officers relating to the transactions contemplated by this AgreementTransactions and consult with Parent in connection with material strategic decisions relating to the defense or settlement of any such Action. Without limitation to Section 4.1, and no such settlement the Company agrees that it shall be agreed not settle or offer to settle any Action against the Company and/or any of its directors or officers relating to the Transactions, without Parent’s the prior written consentconsent of Parent, which shall not be unreasonably withheld.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pacer International Inc)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s 's prior written consentconsent (such consent not to be unreasonably withheld or delayed).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applebees International Inc)
Stockholder Litigation. The Company shall give Parent the reasonable opportunity to participate consult in the defense or settlement of any stockholder litigation against the Company and/or and its directors relating to the transactions contemplated by this Agreement. The Company shall not settle any such stockholder litigation without the prior consent of Parent, and no such settlement which consent shall not be agreed to without Parent’s prior written consentunreasonably withheld or delayed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Friendly Ice Cream Corp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.consent (such consent not to be unreasonably withheld or delayed). ARTICLE VII
Appears in 1 contract
Samples: Version Agreement (Cascade Bancorp)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or or its officers or directors relating to the transactions contemplated by this AgreementAgreement and shall not compromise, and no settle, come to an arrangement regarding or agree to compromise, settle or come to an arrangement regarding any such settlement shall be agreed litigation, or consent to the same without Parent’s the prior written consentconsent of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pinnacle Gas Resources, Inc.)
Stockholder Litigation. The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement or the Stockholders 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 (Collateral Therapeutics Inc)
