Stockholder Litigation. The Company shall keep Parent reasonably informed, and shall consult with Parent on a regular basis, concerning the defense or settlement of any stockholder litigation against the Company and its directors relating to any of the transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Talley Industries Inc), Agreement and Plan of Merger (Score Acquisition Corp), Agreement and Plan of Merger (Talley Manufacturing & Technology Inc)
Stockholder Litigation. The Company shall keep Parent reasonably informed, and shall consult with Parent on a regular basis, concerning the defense or settlement fully informed of any stockholder litigation against the Company and its directors relating to this Agreement, the Stockholder Agreements, the Offer, the Merger or any of the other transactions contemplated by this Agreementhereby; provided, however, that no settlement of any such litigation shall be agreed to without Parent’s prior written consent.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Nortel Networks Inc.), Agreement and Plan of Merger (Pec Solutions Inc), Agreement and Plan of Merger (Nortel Networks LTD)
Stockholder Litigation. The Company shall keep Parent reasonably informedinformed of, and shall consult cooperate with Parent on a regular basisin connection with, concerning the defense or settlement of any stockholder litigation or claim against the Company and and/or its directors or officers relating to any of the Merger or the other transactions contemplated by this Agreement; provided, however, that no settlement in connection with such stockholder litigation shall be agreed to without Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Integra Lifesciences Holdings Corp), Agreement and Plan of Merger (Broadwing Corp), Agreement and Plan of Merger (Broadwing Corp)
Stockholder Litigation. The Company shall keep Parent reasonably informed, and shall consult with Parent on a regular basis, concerning the defense or settlement fully informed of any stockholder litigation against the Company and its directors relating to this Agreement, the Stockholder Agreements, the Merger or any of the other transactions contemplated by this Agreementhereby; provided, however, that no settlement of any such litigation shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld or delayed.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bell Microproducts Inc), Agreement and Plan of Merger (Avnet Inc)
Stockholder Litigation. The Company shall keep Parent reasonably informed, and shall consult informed with Parent on a regular basis, concerning respect to the defense or settlement of any stockholder litigation brought by stockholders of the Company against the Company and and/or its directors relating to the Transactions and the Company and shall not settle any such litigation or consent to the same without the prior written consent of the transactions contemplated by this AgreementParent (such consent not to be unreasonably withheld, delayed or conditioned).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Annie's, Inc.), Agreement and Plan of Merger
Stockholder Litigation. The Company shall keep notify Parent reasonably informed, and shall consult with Parent on a regular basis, concerning the defense or settlement promptly of any stockholder litigation against the Company and and/or its directors relating to this Agreement and the Transactions, and of any material developments with respect to such litigation. No settlement of the transactions contemplated by this Agreementany such litigation 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 (Specialty Laboratories Inc), Agreement and Plan of Merger (Ameripath Inc)
Stockholder Litigation. The Company shall keep Parent reasonably informedinformed of, and Parent shall consult reasonably cooperate with Parent on a regular basisthe Company in connection with, concerning the defense or settlement of any stockholder litigation or claim against the Company and and/or its directors or officers relating to any of the Merger or the other transactions contemplated by this Agreement; provided, however, that no settlement in connection with such stockholder litigation shall be agreed to without Parent’s prior written consent, such consent not to be unreasonably withheld or delayed.
Appears in 1 contract
Stockholder Litigation. The Company shall keep Parent reasonably informed, and shall consult with Parent on a regular basis, concerning informed of the defense or settlement of of, any stockholder litigation against the Company and or its directors relating to any of the transactions contemplated by this Agreement. The Company shall not enter into, or agree to, any settlement of such stockholder litigation against the Company or its directors without the consent of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Restaurant Associates Inc)
Stockholder Litigation. The Company shall keep Parent reasonably informed, and shall consult with Parent on a regular basis, concerning the defense or settlement fully informed of any stockholder litigation against the Company and its directors relating to this Agreement, the Voting Agreements, the Merger or any of the other transactions contemplated by this Agreementhereby; provided, however, that no settlement of any such litigation shall be agreed to without Parent’s prior written consent, which shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nu Horizons Electronics Corp)
Stockholder Litigation. The Company shall keep Parent reasonably informed, and shall consult with Parent on a regular basis, concerning the defense or settlement fully informed of any stockholder litigation against the Company and its directors relating to this Agreement, the Stockholder Agreements, the Merger or any of the other transactions contemplated by this Agreementhereby; provided, however, that no settlement of any such litigation shall be agreed to without Parent’s prior written consent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pinnacle Data Systems Inc)
Stockholder Litigation. The Company shall keep Parent reasonably informed, and shall consult informed with Parent on a regular basis, concerning respect to the defense or settlement of any stockholder litigation brought by stockholders of the Company against the Company, its directors and/or its officers relating to the Transactions and the Company and its directors relating shall not settle any such litigation or consent to any the same without the prior written consent of the transactions contemplated by this AgreementParent (such consent not to be unreasonably withheld, delayed or conditioned).
Appears in 1 contract
Stockholder Litigation. The Company shall keep Parent reasonably informed, and shall consult with Parent fully informed on a regular basis, concerning the defense or settlement of current basis regarding any stockholder litigation against the Company and or its directors or officers relating to any the Transactions, whether commenced prior to or after the execution and delivery of the transactions contemplated by this Agreement. Without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any material payment with respect to, or settle or offer to settle, any stockholder litigation.
Appears in 1 contract
Stockholder Litigation. The Company shall keep the Parent reasonably informed, and shall consult with Parent on a regular basis, concerning the defense or settlement fully ---------------------- informed of any stockholder litigation against the Company and its directors relating to any Transaction; provided, however, that no settlement of any such litigation shall be agreed to without the transactions contemplated by this AgreementParent's consent.
Appears in 1 contract
Stockholder Litigation. The Company shall keep Parent reasonably informedinformed of, and shall consult cooperate with Parent on a regular basisin connection with, concerning the defense or settlement of any stockholder litigation or claim against the Company and and/or its directors or officers relating to any of the Merger or the other transactions contemplated by this Agreement; provided, however, that no settlement or compromise (or consent to entry of a judgment) in connection with any such stockholder litigation shall be agreed to by the Company or any director or officer thereof without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Artio Global Investors Inc.)
Stockholder Litigation. The Company Parent shall keep Parent reasonably informedthe Company informed of, and shall consult with Parent on a regular basis, concerning give the Company the opportunity to participate in the defense or settlement of of, any stockholder litigation against involving the Company and or its directors and officers relating to any of the transactions contemplated by this Agreement. Parent shall not, without the consent of the Company, enter into, or agree to, any settlement of such stockholder litigation unless such settlement includes an unconditional release of the Company from all liability arising out of such litigation.
Appears in 1 contract
Stockholder Litigation. The Company shall keep the Parent reasonably informed, and shall consult with Parent on a regular basis, concerning the defense or settlement fully informed of any stockholder litigation against the Company and its directors relating to any Transaction; provided, however, that no settlement of any such litigation shall be agreed to without the transactions contemplated by this AgreementParent's consent.
Appears in 1 contract
