Common use of Stockholder Litigation Clause in Contracts

Stockholder Litigation. The Company or Parent shall give the other party the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and its directors or Parent and its directors, as the case may be, relating to the transactions contemplated by the Transaction Documents or the Merger; provided, however, that no such settlement of any such litigation shall be agreed to without the Company’s or Parent’s consent, which consent will not be unreasonably withheld.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (Virgin Mobile USA, Inc.), Agreement and Plan of Merger (Sprint Nextel Corp)

AutoNDA by SimpleDocs

Stockholder Litigation. The Each of Parent and the Company or Parent shall give keep the other such party informed of, and cooperate with the opportunity to participate other such party in the defense or settlement of connection with, any stockholder litigation or claim against the Company and it and/or its directors or Parent and its directors, as the case may be, officers relating to the Merger or the other transactions contemplated by the Transaction Documents or the Mergerthis Agreement; provided, however, that no settlement in connection with such settlement of any such stockholder litigation shall be agreed to without the Companyother such party’s or Parent’s prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Babyuniverse, Inc.), Agreement and Plan of Merger (Oracle Healthcare Acquisition Corp.), Agreement and Plan of Merger (eToys Direct, Inc.)

Stockholder Litigation. The Company or Parent shall give the other party the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and its directors or Parent and its directors, as the case may be, relating to the transactions contemplated by the Transaction Documents this Agreement or the Merger; provided, however, that no such settlement of any such litigation shall be agreed to without the Company’s or Parent’s consent, which consent will not be unreasonably withheld.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ubiquitel Inc), Agreement and Plan of Merger (Alamosa Holdings Inc)

Stockholder Litigation. The Company or and Parent shall give the keep each other party the opportunity to participate informed of, and cooperate with one another in the defense or settlement of connection with, any stockholder litigation or claim against the Company and it and/or its directors or Parent and its directors, as the case may be, officers relating to the Merger or the other transactions contemplated by the Transaction Documents or the Mergerthis Agreement; provided, however, that no settlement in connection with such settlement of any such stockholder litigation shall be agreed to without the Companyother party’s or Parent’s prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cowen Group, Inc.), Agreement and Plan of Merger (Labranche & Co Inc)

Stockholder Litigation. The Each of the Company or and Parent shall give keep the other party the opportunity to participate hereto informed of, and cooperate with such party in the defense or settlement of connection with, any stockholder litigation or claim against the Company and such party and/or its directors or Parent and its directors, as the case may be, officers relating to the Amalgamation or the other transactions contemplated by this Agreement and the Transaction Documents or the MergerAmalgamation Agreement; provided, however, that no settlement in connection with such settlement of any such stockholder litigation shall be agreed to without the Company’s or Parent’s prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Agreement and Plan of Amalgamation (Global Crossing LTD), Agreement and Plan of Amalgamation (Level 3 Communications Inc)

Stockholder Litigation. The Company or Parent Each party shall give keep the other party the opportunity parties reasonably informed with respect to participate in the defense or settlement of any stockholder litigation Action against the Company it and its directors or Parent and its directors, as the case may be, relating to the transactions contemplated by Transaction. Each party shall give the Transaction Documents other parties the opportunity to consult with it regarding the defense or the Merger; provided, however, that no such settlement of any such litigation stockholder Action and shall be agreed to not settle any such Action without the Company’s or Parent’s consent, which other parties’ prior written consent will (such consent not to be unreasonably withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Spectrum Brands, Inc.), Agreement and Plan of Merger (Harbinger Capital Partners Master Fund I, Ltd.)

Stockholder Litigation. The Each of the Company or and Parent shall give keep the other reasonably informed of, and reasonably cooperate with such party the opportunity to participate in the defense or settlement of connection with, any stockholder litigation or claim against the Company and such party or its directors or Parent and its directors, as the case may be, officers relating to the Merger or the other transactions contemplated by the Transaction Documents or the Mergerthis Agreement; provided, however, that no settlement in connection with such settlement of any such stockholder litigation shall be agreed to without the Company’s or Parent’s consent, which prior written consent will (not to be unreasonably withheld, conditioned or delayed).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SP Plus Corp), Agreement and Plan of Merger (SP Plus Corp)

Stockholder Litigation. The Company or Parent shall give the other party the opportunity to participate in the defense or settlement of any stockholder litigation Litigation against the Company and its directors or Parent and its directors, as the case may be, relating to the transactions contemplated by the Transaction Documents this Agreement or the Merger; provided, however, that no such settlement of any such litigation shall be agreed to without the Company’s or Parent’s consent, which consent will not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sprint Nextel Corp), Agreement and Plan of Merger (iPCS, INC)

AutoNDA by SimpleDocs

Stockholder Litigation. The Each of the Company or and Parent shall give keep the other party the opportunity to participate hereto informed of, and cooperate with such party in the defense or settlement of connection with, any stockholder litigation or claim against the Company and such party and/or its directors or Parent and its directors, as the case may be, officers relating to the Merger or the other transactions contemplated by the Transaction Documents or the Mergerthis Agreement; provided, however, that no settlement in connection with such settlement of any such stockholder litigation shall be agreed to without the Company’s or Parent’s prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Franklin Resources Inc), Agreement and Plan of Merger (Legg Mason, Inc.)

Stockholder Litigation. The Each of the Company or and Parent shall give keep the other party the opportunity to participate Party hereto informed of, and cooperate with such Party in the defense or settlement of connection with, any stockholder litigation or claim against the Company and such Party and/or its directors or Parent and its directors, as the case may be, officers relating to the Merger or the other transactions contemplated by the Transaction Documents or the Mergerthis Agreement; provided, howeverthat, that notwithstanding any contrary provision of Section 4.3, no settlement in connection with such settlement of any such stockholder litigation shall be agreed to without the Company’s or Parent’s prior written consent, which consent will not be unreasonably withheldexcept for, after consultation with Parent, any settlement or offer to settle that involves solely additional disclosure with respect to the Company and the Company Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PROLOR Biotech, Inc.)

Stockholder Litigation. The Each of the Company or and Parent shall give keep the other party the opportunity to participate hereto informed of, and cooperate with such party in the defense or settlement of connection with, any stockholder litigation or claim against the Company and such party and/or its directors or Parent and its directors, as the case may be, officers relating to the Combination or the other transactions contemplated by the Transaction Documents or the Mergerthis Agreement; provided, however, that no settlement in connection with such settlement of any such stockholder litigation shall be agreed to without the Company’s or Parent’s prior written consent, which consent will shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tw Telecom Inc.)

Stockholder Litigation. The (a) Each of the Company or and Parent shall give keep the other reasonably informed of, and reasonably cooperate with such party the opportunity to participate in the defense or settlement of connection with, any stockholder litigation or claim against the Company and such party or its directors or Parent and its directors, as the case may be, officers relating to the Merger or the other transactions contemplated by the Transaction Documents or the Mergerthis Agreement; provided, however, that no settlement in connection with such settlement of any such stockholder litigation shall be agreed to without the Company’s or Parent’s prior written consent, which consent will not to be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Rights Agreement (RR Donnelley & Sons Co)

Stockholder Litigation. The Each of the Company or and Parent shall give keep the other reasonably informed of, and reasonably cooperate with such party the opportunity to participate in the defense or settlement of connection with, any stockholder litigation or claim against the Company and such party or its directors or Parent and its directors, as the case may be, officers relating to the Merger or the other transactions contemplated by the Transaction Documents or the Mergerthis Agreement; provided, however, that no settlement in connection with such settlement of any such stockholder litigation shall be agreed to without the Company’s or Parent’s prior written consent, which consent will not to be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (RR Donnelley & Sons Co)

Time is Money Join Law Insider Premium to draft better contracts faster.